By CTC. CTC represents and warrants to HM as follows:
By CTC. CTC shall defend, indemnify and hold harmless HM, its parent or affiliated companies and their respective officers, directors, shareholders, employees, agents, successors, assigns and independent contractors from and against any and all liabilities and expenses whatsoever, including, without limitation, claims, damages, judgements, awards, settlements, costs and reasonable attorneys fees and disbursements (collectively "Losses") which HM may incur or become obligated to pay to the extent they arise out of or result from allegations or claims regarding (i) the use, content, publication or broadcast of the Program or any promotional materials bearing Performer's Endorsement, (ii) alleged defects in any Endorsed Product or in the materials or workmanship thereof, (iii) any alleged inaccurate or deceptive labeling on or in connection with, the Endorsed Product (iv) mandatory or voluntary recalls of the Endorsed Product, (v) the truthfulness and substantiation of any claims regarding the Endorsed Product made by CTC or its licensees, (vi) any alleged non-conformity or non-compliance with any laws pertaining to the design, manufacture, quality, safety, advertising, promotion or marketing of the Endorsed Product, and (vii) the breach by CTC of any of its representations, warranties, covenants, obligations, agreements or duties under this Agreement.
By CTC. From and after the Stock Subscription ------ Closing, CTC will indemnify and hold harmless X-X and its subsidiaries, Affiliates, officers, directors, agents and employees (collectively, the "X-X indemnities") from and against all liabilities, losses, deficiencies, claims, costs and expenses (including, without limitation, reasonable legal fees incurred in connection with any of the foregoing and in seeking indemnification hereunder) suffered by any X-X indemnitee and arising out of any inaccuracy in or breach of any of the representations, warranties and covenants or agreements made by CTC in this Agreement prior to the Time of Stock Subscription Closing ("CTC Indemnifiable Damages"). To the extent the Venture would be a CTC indemnitee for CTC Indemnifiable Damages, CTC shall satisfy its obligation under this Section 8.1(b) by indemnifying that proportion of such CTC Indemnifiable Damages equal to the number of shares of Venture Stocked owned be X-X divided by the total number of shares of Venture Stock then outstanding.
