Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. To the extent permitted by law, Licensor shall defend, solely at Licensor’s expense, Licensee, its Affiliates, and each of their respective officers, directors, managers, members, personnel, permitted successors, and their permitted assigns (collectively, the “Licensee Indemnified Parties”), against all Claims and shall indemnify and hold harmless Licensee Indemnified Parties from Losses arising out of, relating to, or otherwise in respect of any of the following: (i) Claims for bodily injury, death, or damage to tangible personal or real property to the extent: (a) proximately caused by the negligence or willful acts or omissions of Licensor, its personnel, or its contractors or (b) resulting proximately from Licensor’s failure to perform its obligations under this Agreement; (ii) Claims arising from Licensor’s breach of any representation or warranty in this Agreement; (iii) Claims arising from any failure by Licensor to comply with all applicable safety codes and requirements with respect to attachments of Licensor; and (iv) Licensor’s fraud, violation of law, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQ.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. To the extent permitted by law, Licensor shall hereby agrees to defend, solely at Licensor’s expensehold harmless and indemnify (collectively, Licensee, “Indemnify”) POINT and its Affiliates, and each of its and their respective directors, officers, directorsemployees, managers, members, personnel, permitted successors, contractors and their permitted assigns agents (collectively, the “Licensee Indemnified PartiesPOINT Indemnitees”) from and against any liability or expense (including reasonable legal expenses, costs of litigation and attorneys’ fees), against all Claims and shall indemnify and hold harmless Licensee Indemnified Parties from Losses arising out of, relating todamages, or otherwise judgments, whether for money or equitable relief (collectively, “Losses”) resulting from suits, proceedings, claims, actions, demands, or threatened claims, actions or demands, in respect each case brought by a Third Party (each, a “Third Party Claim”) against a POINT Indemnitee, including, for each of any clauses (a), (b) and (c), below, bodily injury, risk of the following: (i) Claims for bodily injury, death, property damage, and product liability Third Party Claims or damage the failure to tangible personal comply with Law arising out of or real property to the extent: relating to, directly or indirectly: (a) proximately caused by The Licensor’s, its Affiliates or subcontractors’ (collectively, the “Licensor Parties”) activities under the Commercialization Plan; [***] = Indicates confidential information omitted from the exhibit. (b) The Licensor Parties’ negligence, recklessness, intentional misconduct or intentional acts or omissions; provided that the foregoing shall not apply to any action or omission undertaken at the direction or request of any POINT Indemnitee outside of the Commercialization Plan; or (c) The Licensor’s material and uncured breach of any representation, warranty or covenant set out in this Agreement. (d) Licensor’s obligation to Indemnify the POINT Indemnitees pursuant to this Section 13.1 shall not apply to the extent that any such Losses (i) arise from the negligence or willful acts or omissions intentional misconduct of Licensor, its personnel, or its contractors or (b) resulting proximately from Licensor’s failure to perform its obligations under this Agreement; any POINT Indemnitee; (ii) Claims arising arise from Licensor’s any material breach by POINT of any representation or warranty in this Agreement; ; or (iii) Claims arising from any failure by Licensor to comply with all applicable safety codes and requirements with respect to attachments arise out of Licensor; and (iv) LicensorPOINT’s fraud, violation of law, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQactivities under the Commercialization Plan.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. To the extent permitted by law, Licensor shall defend, solely at Licensor’s expense, Licensee, its Affiliates, and each of their respective officers, directors, managers, members, personnel, permitted successors, and their permitted assigns (collectively, the “Licensee Indemnified Parties”), against all Claims and shall indemnify and hold harmless to the fullest extent permitted by law the Licensee Indemnified Parties and each of them, from Losses arising out ofand against any and all losses, relating toclaims, or otherwise in respect liabilities, demands, actions, proceedings, judgments of any and all types, including, without limitation, reasonable fees of the following: attorneys, accountants and other experts (collectively, “Losses”), incurred by Licensee Indemnified Parties insofar as they arise out of or are alleged or claimed to arise out of (i) Claims for bodily injuryany activities conducted by Licensor in relation with (i) the Licensed Product including development and commercialization activities; (ii) Licensors’ enforcement of Licensed Patent Rights in any action against a third party that is joined by Licensee in compliance with Section 8.2.2; and (ii) any material breach by [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, deathMARKED BY BRACKETS, or damage to tangible personal or real property to the extent: (a) proximately caused by the negligence or willful acts or omissions HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Licensor of Licensor, its personnel, or its contractors or (b) resulting proximately from Licensor’s failure to perform its obligations under this Agreement; , provided, however, that: (iia) Claims arising Licensor shall not be obligated under this Section 12.1.1 to the extent that the Losses resulted from Licensorthe negligence or willful misconduct of Licensee, Licensee’s breach Affiliates, Sub-licensees or Contractors; and (b) Licensee shall have the right to participate in the defense of any representation such claim, complaint, suit, proceeding or warranty cause of action referred to in this Agreement; (iii) Claims arising from Section 12.1.1 utilizing attorneys of its choice, at its own expense, provided, however, that Licensor shall have full authority and control to handle any failure by Licensor to comply with all applicable safety codes and requirements with respect to attachments such claim, complaint, suit, proceeding or cause of Licensor; and (iv) Licensor’s fraudaction, violation of lawincluding any settlement or other disposition thereof, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQfor which Licensee seeks indemnification under this Section 12.1.1.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. To the extent permitted by law, Licensor shall hereby agrees to defend, solely at Licensor’s expensehold harmless and indemnify (collectively, Licensee, “Indemnify”) POINT and its Affiliates, and each of its and their respective directors, officers, directorsemployees, managers, members, personnel, permitted successors, contractors and their permitted assigns agents (collectively, the “Licensee Indemnified PartiesPOINT Indemnitees”) from and against any liability or expense (including reasonable legal expenses, costs of litigation and attorneys’ fees), against all Claims and shall indemnify and hold harmless Licensee Indemnified Parties from Losses arising out of, relating todamages, or otherwise judgments, whether for money or equitable relief (collectively, “Losses”) resulting from suits, proceedings, claims, actions, demands, or threatened claims, actions or demands, in respect each case brought by a Third Party (each, a “Third Party Claim”) against a POINT Indemnitee, including, for each of any clauses (a), (b) and (c), below, bodily injury, risk of the following: (i) Claims for bodily injury, death, property damage, and product liability Third Party Claims or damage the failure to tangible personal comply with Law arising out of or real property to the extent: relating to, directly or indirectly: (a) proximately caused by The Licensor’s, its Affiliates or subcontractors’ (collectively, the “Licensor Parties”) activities under the Commercialization Plan; (b) The Licensor Parties’ negligence, recklessness, intentional misconduct or intentional acts or omissions; provided that the foregoing shall not apply to any action or omission undertaken at the direction or request of any POINT Indemnitee outside of the Commercialization Plan; or (c) The Licensor’s material and uncured breach of any representation, warranty or covenant set out in this Agreement. (d) Licensor’s obligation to Indemnify the POINT Indemnitees pursuant to this Section 13.1 shall not apply to the extent that any such Losses (i) arise from the negligence or willful acts or omissions intentional misconduct of Licensor, its personnel, or its contractors or (b) resulting proximately from Licensor’s failure to perform its obligations under this Agreement; any POINT Indemnitee; (ii) Claims arising arise from Licensor’s any material breach by POINT of any representation or warranty in this Agreement; ; or (iii) Claims arising from any failure by Licensor to comply with all applicable safety codes and requirements with respect to attachments arise out of Licensor; and (iv) LicensorPOINT’s fraud, violation of law, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQactivities under the Commercialization Plan.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. To the extent permitted by law, Licensor shall hereby agrees to defend, solely at Licensor’s expenseindemnify, Licensee, and hold harmless Licensee and its Affiliates, Affiliates and each of their respective directors, officers, directorsemployees, managers, members, personnel, permitted successorsagents, and their permitted assigns representatives (collectivelyeach, the a “Licensee Indemnified PartiesIndemnitee”), ) from and against any and all Claims and shall indemnify and hold harmless all Losses to which any Licensee Indemnified Parties from Losses arising out Indemnitee may incur, suffer, or be required to pay, or may become subject as a result of, relating toor arising in connection with, or otherwise in respect of any of the following: (i) Claims for bodily injury, death, or damage to tangible personal or real property Claim to the extentextent such Claims arise or result from: (a) proximately caused the breach by Licensor of any warranty, representation, covenant, or agreement made by Licensor in this Agreement; (b) the negligence fraud, negligence, or willful acts misconduct of Licensor or omissions its Affiliates, or any officer, director, employee, agent or representative thereof; (c) the Exploitation of the Licensed Compounds or Licensed Products following the effective date of termination of this Agreement by or on behalf of Licensor, or its personnelAffiliates, subcontractors, or its contractors licensees (other than Licensee), including any Claim related to any product liability, personal injury, or (b) resulting proximately from Licensor’s failure death caused by any Licensed Compound or Licensed Product, except with respect to perform its obligations under this Agreement; (ii) Claims arising from Licensor’s breach of any representation or warranty in this Agreement; (iii) Claims Losses arising from any failure by of any Licensed Compound or Licensed Product manufactured or supplied to Licensor pursuant to Section 9.7.12 to meet applicable specifications, or any adulteration, misbranding, or other defect in any such Licensed Compounds or Licensed Products; or (d) the failure to comply with all applicable safety codes and requirements Applicable Law by or on behalf of Licensor under this Agreement or in connection with the Exploitation of any Licensed Compound or Licensed Product; except, with respect to attachments each of Licensor; and subsections (iva) Licensor’s through (d), to the extent such Losses result from the fraud, violation negligence, or willful misconduct of law, wrongful misconduct any Licensee Indemnitee or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQbreach of this Agreement by Licensee.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. To the extent permitted by lawLicensor will, Licensor shall at its sole expense, defend, solely at Licensor’s expense, Licensee, its Affiliatesindemnify, and each of hold Licensee and its Affiliates and their respective officers, directors, managersshareholders or owners, members, personnel, permitted successorsemployees, and their permitted assigns agents (the “Licensee Indemnitees”) harmless from and against any and all Third Party claims, suits, proceedings, damages, losses, liabilities, taxes, costs, expenses (including court costs and reasonable attorneys’ fees and expenses) and recoveries (collectively, “Claims”) to the “Licensee Indemnified Parties”), against all extent that such Claims and shall indemnify and hold harmless Licensee Indemnified Parties from Losses arising arise out of, relating toare based on, or otherwise in respect result from (a) Development of CX-01 or any Product by or on behalf of Licensor or its Affiliates or its or their sublicensees (other than Licensee and its Affiliates), (b) the breach of any of the following: (i) Claims for bodily injuryLicensor’s obligations under this Agreement, deathincluding Licensor’s representations and warranties, covenants and agreements, or damage to tangible personal (c) the willful misconduct or real property to the extent: (a) proximately caused by the negligence or willful negligent acts or omissions of Licensor, its personnelAffiliates, or the officers, directors, employees, or agents of Licensor or its contractors Affiliates. The foregoing indemnity obligation will not apply (i) to the extent that (x) the Licensee Indemnitees fail to comply with the indemnification procedures set forth in Section 11.3 and Licensor’s defense of the relevant Claims is prejudiced by such failure or (by) resulting proximately such Claims arise out of or result from Licensor’s failure to perform the gross negligence or willful misconduct of Licensee or its obligations under this Agreement; Affiliates, or any related breach by Licensee of its representations, warranties or covenants or any other obligation of Licensee hereunder; or (ii) to Claims arising from Licensor’s breach for which Licensee has an obligation to indemnify Licensor pursuant to Section 11.2, as to which Claims each Party will indemnify the other to the extent of any representation or warranty its respective liability for such Claims. [*] = Certain confidential information contained in this Agreement; document, marked by brackets, has been omitted because it is both (iiii) Claims arising from any failure by Licensor to comply with all applicable safety codes not material and requirements with respect to attachments of Licensor; and (ivii) Licensor’s fraud, violation of law, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQwould be competitively harmful if publicly disclosed.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. To the extent permitted by law, Licensor shall defend, solely at Licensor’s expense, Licensee, its Affiliates, and each of their respective officers, directors, managers, members, personnel, permitted successors, and their permitted assigns (collectively, the “Licensee Indemnified Parties”), against all third party Claims and shall indemnify and hold harmless Licensee Indemnified Parties from Losses arising out of, relating to, or otherwise in respect of any of the followingfollowing third party Claims: (i) Claims for bodily injury, death, or damage to tangible personal or real property to the extent: (a) proximately caused by the negligence or willful acts or omissions of Licensor, its personnel, or its contractors or (b) resulting proximately from Licensor’s failure to perform its obligations under this Agreement; (ii) Claims arising from Licensor’s breach of any representation or warranty in this Agreement; (iii) Claims arising from any failure by Licensor to comply with all applicable safety codes and requirements with respect to attachments of Licensor; and (iv) Licensor’s fraud, violation of law, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQ.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. To the extent permitted by lawSubject to Sections 11.3, Licensor shall hereby agrees to defend, solely at Licensor’s expense, indemnify and hold harmless Licensee, its Affiliates, Sublicensees, any contractors of any of the foregoing, and each of their respective directors, officers, directorsemployees, managers, members, personnel, permitted successorsagents, and their permitted assigns other representatives (collectively, the each a “Licensee Indemnified PartiesIndemnitee”) from and against all suits, claims, proceedings or causes of action brought by Third Parties (“Claims”), against and all Claims associated damages, liabilities, expenses and/or loss, including reasonable legal expenses and shall indemnify and hold harmless Licensee Indemnified Parties from Losses reasonable attorneys’ fees (“Losses”), to the extent arising out of, relating to, or otherwise in respect of any of the following: a Licensor Indemnitee’s (i) Claims for bodily injurynegligence or willful misconduct, death(ii) breach of this Agreement, (iii) failure to comply with any Applicable Law, (iv) all payments, cost reimbursements, discounts, rebates, refunds, chargeback claims and related fees with respect to any Products labeled with Licensor’s national drug codes (excluding Transition Quantities, Delivered Inventory and any Product purchased under Rechon Purchase Orders, if any), provided, however, that Licensor shall not be liable pursuant to this Section 11.1(iv) if any Product is labeled with Licensor’s national drug code in violation of Section 4.4.c., or damage to tangible personal (v) manufacture, use, Development, Commercialization, import, or real property export of any Product(s) prior to the extent: Effective Date (a) proximately caused excluding Product manufactured by Rechon pursuant to the Purchase Orders, Transition Quantities and Delivered Inventory), except to the extent such Losses result from the negligence or willful acts or omissions misconduct, breach of Licensor, its personnelthis Agreement, or its contractors or (b) resulting proximately from Licensor’s failure to perform its obligations under this Agreement; (ii) Claims arising from Licensor’s breach of any representation or warranty in this Agreement; (iii) Claims arising from any failure by Licensor to comply with all applicable safety codes and requirements with respect to attachments of Licensor; and (iv) Licensor’s fraudApplicable Laws on the part of, violation of lawin each case, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQany Licensee Indemnitee.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.

Indemnification by Licensor. To (a) Licensor agrees to defend the extent permitted by lawLicensee Indemnitees, Licensor shall defend, solely at Licensor’s cost and expense, Licenseeand will indemnify and hold harmless the Licensee Indemnitees from and against any and all losses, costs, damages, fees, and expenses (collectively, “Losses”) relating to or in connection with a Third Party claim arising out of (i) any actual or alleged death, personal bodily injury or damage to real or tangible personal property claimed to result, directly or indirectly, from the possession, use or consumption of, or treatment with, any Procedure or Product Exploited by or on behalf of (A) Licensor, its Affiliates, licensees or Sublicensees and/or (B) Licensee, its Affiliates and/or Sublicensees (except, with respect to Licensee, its Affiliates and/or Sublicensees, to the extent that the claim relates to an Improvement developed by Licensee); (ii) subject to the provisions of Sections 2.2(b) and each 8.1(b) hereof, any actual or alleged infringement or unauthorized use or misappropriation of any Patent Right or other Intellectual Property Right of a Third Party with respect to the activities of (A) Licensor, its Affiliates, licensees or Sublicensees and/or (B) Licensee, its Affiliates and/or Sublicensees (except, with respect to Licensee, its Affiliates and/or Sublicensees, to the extent that the claim relates to an Improvement developed by Licensee); (iii) any breach by Licensor of its representations, warranties or covenants made under this Agreement; or (iv) any negligent act or omission or willful misconduct of Licensor, its Affiliates, licensees or Sublicensees, or any of their respective officersemployees, directorscontractors or agents, managersin performing Licensor’s obligations or exercising Licensor’s rights under this Agreement. In the event of any such claim against any Licensee Indemnitee, membersLicensee shall promptly notify Licensor in writing of the claim and Licensor shall manage and control, personnel, permitted successors, and their permitted assigns (collectivelyat its sole expense, the “defense of the claim and its settlement with counsel reasonably acceptable to the Licensee Indemnified Parties”Indemnitee. The failure to timely give a claim notice shall not relieve Licensor of its obligations hereunder, except and only to the extent that such failure shall result in any material prejudice to Licensor in defense of the claim. Licensor shall not, without the prior written consent of the Licensee Indemnitee, consent to the entry of any judgment or enter into any settlement or compromise which does not include, as an unconditional term thereof (i.e., there being no requirement that the Licensee Indemnitee pay any amount of money, give any other consideration or agree to any restriction or limitation), against the giving by the claimant or plaintiff to the Licensee Indemnitee of a release, in form and substance satisfactory to the Licensee Indemnitee from all Claims and shall indemnify and hold harmless Licensee Indemnified Parties from Losses arising out of, relating to, or otherwise liability in respect of the claim. The relevant Licensee Indemnitees shall cooperate with Licensor and may, at such Licensee Indemnitees’ option and expense, be represented in any of the following:such action or proceeding. Licensor shall not be liable for any settlements, litigation costs or expenses incurred by any Licensee Indemnitees without Licensor’s written authorization. (i) Claims for bodily injuryNotwithstanding the foregoing, death, or damage the provisions of Section 8.1(a)(ii) with respect to tangible personal or real property claims that relate to jurisdiction outside the United States shall be subject to the extent: (a) proximately caused by the negligence or willful acts or omissions provisions of Licensor, its personnel, or its contractors or this paragraph (b) resulting proximately from Licensor’s failure to perform its obligations under this Agreement;). (ii) Claims arising from Licensor’s breach of In the event that Licensee seeks to Exploit any representation or warranty Licensor IP in this Agreement;a jurisdiction outside the United States, it shall give Licensor written notice thereof (the “Licensee Foreign Exploitation Notice”). (iii) Claims arising from any failure by Upon receipt of a Licensee Foreign Exploitation Notice, Licensor shall have the right, at its expense, to comply with all applicable safety codes and requirements undertake a Freedom-To-Operate Analysis with respect to attachments such jurisdiction. In the event that, following such Freedom-To-Operate Analysis or otherwise, Licensor determines that it is willing to be bound by the provisions of Licensor; and Section 8.1(a)(ii) with respect to such jurisdiction, it shall give written notice thereof to Licensee. Thereupon, the provisions of Sections 8.1(a)(ii) and 8.2(b) shall apply with respect to such jurisdiction and the provisions of Section 4.3(c) shall not apply with respect to such jurisdiction. In the event that, following such Freedom-To-Operate Analysis or otherwise, Licensor determines that it is not willing to be bound by the provisions of Section 8.1(a)(ii) with respect to such jurisdiction, it shall given written notice thereof to Licensee. Thereupon or in the event that a notice is not received by Licensee from Licensor within forty-five (iv45) Licensor’s frauddays following the date of the Licensee Foreign Exploitation Notice, violation the provisions of law, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQSection 8.1(a)(ii) and 8.2(b) shall not apply with respect to such jurisdiction and the provisions of Section 4.3(c) shall apply with respect to such jurisdiction.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.