Common use of Indemnification by Supplier Clause in Contracts

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogo, its Affiliates and their respective officers, directors, agents and employees harmless from and against any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs of investigation arising out of or resulting from: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.

Indemnification by Supplier. Supplier (a) Indemnification SUPPLIER shall indemnify, defend (at Supplier’s expense) defend, and hold Gogoharmless each of DISTRIBUTOR, its Affiliates subsidiaries, affiliates, divisions, subdistributors, agents, employees, representatives and customers, and its or their respective officerssuccessors and assigns (each, directors, agents and employees harmless an "Indemnified Party") from and against against, and in respect of, any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilitiesall actions, claims, suits, judgments, damages, liabilities, losses, penalties, finescosts and expenses (including, reasonable costs without limitation, attorneys' fees) of investigation every kind whatsoever (collectively, "Damages") arising in any manner out of or from, or in connection with any actual or alleged (i) patent, copyright or trademark infringement, or violation of any other proprietary right, arising out of the purchase, sale, distribution or resulting from: use of any Product, (aii) breach by SUPPLIER of any bodily injury term or real provision of this Agreement, (iii) personal injury, wrongful death or tangible personal property damage arising out of Supplier’s or relating to any Product including, but not limited to, the use of any Product, and (iv) wrongful or negligent act or omission by SUPPLIER and its officers, directors, shareholders, agents, servants, employees, representatives or subcontractors; provided, that this Section 10(a) shall not obligate SUPPLIER to indemnify any Indemnified Party for any portion of Damages (except for Damages. based on theories of strict liability) directly attributable to, and directly caused by, the gross negligence of an Indemnified Party or willful misconduct; and any unauthorized warranty relating to the Products by DISTRIBUTOR. (b) Procedure Each Indemnified Party shall notify SUPPLIER of any third-third party claim for which such Indemnified Party seeks indemnification under this Agreement; provided, that the failure to deliver such notice shall not affect SUPPLIER's obligations to any Indemnified Party under this Section 10 except to' the extent that such third party’s rights failure results in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right failure of actual notice to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claimSUPPLIER, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) damage to SUPPLIER, or an increase in SUPPLIER's indemnification liability, solely as a result thereof. SUPPLIER may, but is not obligated to, assume the defense of the immediately preceding sentence, then Gogo shall return such Product any claim to Supplierwhich this Section 10 relates or may relate, and Supplier shall refund to Gogo the amount paid to Supplier may appoint legal counsel responsible for such Productsdefense; provided, that if SUPPLIER chooses to assume such defense, any Indemnified Party may, at its own expense, select its own counsel to represent it; and provided further, that SUPPLIER may not settle any such claim against an Indemnified Party without the prior written consent of such Indemnified Party. If SUPPLIER elects not to assume such defense, such Indemnified Party may elect to do so and SUPPLIER shall pay all costs and expenses of counsel selected by such Indemnified Party in connection with such defense. Any legal counsel appointed by SUPPLIER to defend such a claim shall be experienced in the type of litigation involved and shall be reasonably satisfactory to DISTRIBUTOR. SUPPLIER and each Indemnified Party shall cooperate fully in connection with all matters related to the defense of any such claim.

Indemnification by Supplier. (a) Subject to the terms and conditions of this Supply Agreement, Supplier shall indemnifywill jointly and severally defend, defend (at Supplier’s expense) indemnify and hold Gogo, harmless Buyer and its Affiliates affiliates and each of their respective officers, directors, employees, shareholders, agents and employees harmless representatives, and their successors and assigns (collectively the "Buyer Indemnities") from and against any court costsall claims, losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs expenses of attorneys incurred in investigation or defense of any Action) (collectively "Claims") arising out of or resulting fromrelated to: (aI) Excluded Liabilities as set forth in the Sale Agreement, (Ii) any bodily injury breach of any covenant or real or tangible personal property damage arising out agreement of Supplier’s negligence Supplier contained in this Supply Agreement; (iii) any negligence, gross negligence, or willful misconductor intentional misconduct by Supplier or any of its personnel; and (iv) any breach of any representation or warranty of Supplier contained in this Supply Agreement; (b) Promptly after receipt by Buyer of notice of any third-party claim that such third party’s rights Action in Intellectual Property are infringedrespect of which indemnity may be sought against Supplier hereunder (for purposes of this Section 16.01, misappropriated or violated by a "Buyer's Assertion"), Buyer will notify Supplier in writing of the Buyer's Assertion, but the failure to so notify Supplier will not relieve Supplier of any Product (including any Supplier tools incorporated into a Product) liability it may have to Buyer, except to the extent such infringement, misappropriation, or violation arises from the use of such Product Supplier has suffered Execution Copy Amended and Restated and Manufacturing Agreement actual prejudice thereby. Supplier will be entitled to participate in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewiseand, to the extent permissible)Supplier elects by written notice to Buyer within thirty (30) days after receipt by Supplier of notice of such Buyer's Assertion, further to its obligation under assume the Exhibit C Product Support Assurance Agreement defense of this Agreementsuch Buyer's Assertion, at Supplier's own expense, with counsel chosen by it which will be reasonably satisfactory to Buyer. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely With respect to be held in any such suit to constitute an infringementBuyer's Assertion, misappropriation or violation of the rights of a third party, Buyer will promptly provide Supplier shall promptly, at its expense and option, eitherwith: (i) secure for Gogo the right to continue the use notice and copies of such Productany documents served upon Buyer; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) all reasonable cooperation which Supplier deems necessary to defend such Buyer's Assertion, including, without limitation, providing Supplier and its outside attorneys access to any potentially relevant documents, information, or individuals within the control of Buyer, other than any privileged documents. If business information of Buyer other than that pertaining to the Business is contained in such documents or information, Supplier and Buyer will enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that Supplier may have elected by written notice to assume the defense of any Buyer's Assertion, Buyer will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Buyer, but in such event the fees and expenses of Buyer (above those which would otherwise have been incurred) and such separate counsel will be paid by Buyer. (c) Notwithstanding anything in this Section 16,07 to the contrary: (i) Supplier will have no obligation with respect to any Buyer's Assertion if, in connection therewith, Buyer, without the written consent of Supplier, which consent will not be unreasonably withheld, settles or compromises any Action or consents to the entry of any judgment; and (ii) Supplier will not without the written consent of Buyer with respect to any Buyers Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Buyer of a duly executed written release of Buyer from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for Buyer, or (B) settle or compromise any Action in any manner that, in the reasonable judgment of Buyer or its counsel, will adversely affect Buyer other than as a result of money damages or other money payments. (d) Upon the payment of any settlement or judgment pursuant to this Section 16.07 with respect to any Buyer's Assertion, Supplier will be subrogated to all rights and remedies of Buyer against any third party in respect of such Buyer's Assertion to the extent of the immediately preceding sentence, then Gogo shall return such Product amount so paid by Supplier. (e) The indemnity provided for by this Section 16.07 will be Buyer's exclusive source of recovery against Supplier with respect to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsmatters covered hereby.

Indemnification by Supplier. Subject to Sections 4.5 and 12.4, the Supplier shall will indemnify, defend (at Supplier’s expense) and hold Gogo, its Affiliates and their respective officers, directors, agents and employees harmless Province Indemnitees from and against any court costsand all Claims, reasonable attorneys’ fees and expensesdamages, settlements and settlement expenses, third party liabilities, claimsfines, penalties, finesdeficiencies, losses, liabilities (whether accrued, actual, contingent, latent or otherwise), costs, fees and expenses (including interest, court costs and reasonable costs fees and expenses of investigation lawyers, accountants and other experts and professionals) (each a “Loss”) suffered or incurred by any of them directly or indirectly arising from or in connection with or relating to the following: (a) any breach by Supplier of any of its representations, warranties, covenants, responsibilities or obligations set out in this Agreement; (b) any death, bodily injury, sickness, disease or injury of any kind, of any Person, to the extent caused by any act or omission of Supplier or Supplier Subcontractor; (c) any damage, loss or destruction of any tangible, real, personal or intangible property, including any Province IP, to the extent caused by any act or omission of Supplier or Supplier Subcontractor; (d) any amounts (including without limitation taxes) assessed against the Province that are the obligation of Supplier; (e) any Claim by a third party alleging that (i) the Services; (ii) Supplier’s performance or the receipt by the Province or Other Service Providers of the Services under this Agreement; (iii) any Supplier IP or Deliverable, or the use thereof by Supplier to provide the Services; or (iv) the access to or use by the Province or Other Service Provider of any Service, Supplier IP or Deliverable as permitted pursuant to this Agreement, infringes, violates or misappropriates any Intellectual Property Right of any Person (but excluding any Claim arising out of or resulting from: relating to the EMV technology described in Section 12.4 for which the Supplier is not at fault); or (af) any bodily injury negligence or real or tangible personal property damage arising out wilful misconduct on the part of Supplier’s negligence , whether as a result of an act or willful misconduct; and (b) an omission of Supplier or of any third-party claim that such third party’s rights in Intellectual Property are infringedPerson for whom Supplier is responsible hereunder, misappropriated including any crime, fraudulent or violated dishonest acts committed by any Product (including any current or former Supplier tools incorporated into a Product) except to the extent such infringementPersonnel, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, acting alone or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product collusion with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsothers.

Indemnification by Supplier. (a) Subject to the terms and conditions of this Supply Agreement, Supplier shall indemnifywill jointly and severally defend, defend (at Supplier’s expense) indemnify and hold Gogo, harmless Buyer and its Affiliates affiliates and each of their respective officers, directors, employees, shareholders, agents and employees harmless representatives, and their successors and assigns (collectively the "Buyer Indemnities") from and against any court costsall claims, losses, liabilities, damages, costs and expenses (including without limitation reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs expenses of attorneys incurred in investigation or defense of any Action) (collectively "Claims") arising out of or resulting fromrelated to: (ai) Excluded Liabilities as set forth in the Sale Agreement, (ii) any bodily injury breach of any covenant or real or tangible personal property damage arising out agreement of Supplier’s negligence Supplier contained in this Supply Agreement, (iii) any negligence, gross negligence, or willful misconductor intentional misconduct by Supplier or any of its personnel; and (iv) any breach of any representation or warranty of Supplier contained in this Supply Agreement; (b) Promptly after receipt by Buyer of notice of any third-party claim that such third party’s rights Action in Intellectual Property are infringedrespect of which indemnity may be sought against Supplier hereunder (for purposes of this Section 16.07, misappropriated or violated by a "Buyer's Assertion"), Buyer will notify Supplier in writing of the Buyer's Assertion, but the failure to so notify Supplier will not relieve Supplier of any Product (including any Supplier tools incorporated into a Product) liability it may have to Buyer, except to the extent such infringement, misappropriation, or violation arises from the use of such Product Supplier has suffered actual prejudice thereby. Supplier will be entitled to participate in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewiseand, to the extent permissible)Supplier elects by written notice to Buyer within thirty (30) days after receipt by Supplier of notice of such Buyer's Assertion, further to its obligation under assume the Exhibit C Product Support Assurance Agreement defense of this Agreementsuch Buyer's Assertion, at Supplier's own expense, with counsel chosen by them which will be reasonably satisfactory to Buyer. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely With respect to be held in any such suit to constitute an infringementBuyer's Assertion, misappropriation or violation of the rights of a third party, Buyer will promptly provide Supplier shall promptly, at its expense and option, eitherwith: (i) secure for Gogo the right to continue the use notice and copies of such Productany documents served upon Buyer; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) all reasonable cooperation which Supplier deems necessary to defend such Buyer's Assertion, including, without limitation, providing Supplier and its outside attorneys access to any potentially relevant documents, information, or individuals within the control of Buyer, other than any privileged documents. If business information of Buyer other than that pertaining to the Business is contained in such documents or information, Supplier and Buyer will enter into appropriate secrecy commitments to protect such documents or information. Notwithstanding that Supplier may have elected by written notice to assume the defense of any Buyer's Assertion, Buyer will have the right to participate in the investigation and defense thereof, with separate counsel chosen by Buyer, but in such event the fees and expenses of Buyer (above those which would otherwise have been incurred) and such separate counsel will be paid by Buyer. (c) Notwithstanding anything in this Section 16.07 to the contrary: (i) Supplier will have no obligation with respect to any Buyer's Assertion if, in connection therewith, Buyer, without the written consent of Supplier, which consent will not be unreasonably withheld, settles or compromises any Action or consents to the entry of any judgment; and (ii) Supplier will not without the written consent of Buyer with respect to any Buyer Assertion: (A) settle or compromise any Action or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to Buyer of a duly executed written release of Buyer from all liability in respect of such Action, which release will be reasonably satisfactory in form and substance to counsel for Buyer, or (B) settle or compromise any Action in any manner that, in the reasonable judgment of Buyer or its counsel, will adversely affect Buyer other than as a result of money damages or other money payments. (d) Upon the payment of any settlement or judgment pursuant to this Section 16.07 with respect to any Buyer's Assertion, Supplier will be subrogated to all rights and remedies of Buyer against any third party in respect of such Buyer's Assertion to the extent of the immediately preceding sentence, then Gogo shall return such Product amount so paid by Supplier. (e) The indemnity provided for by this Section 16.07 will be Buyer's exclusive source of recovery against Supplier with respect to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsmatters covered hereby.

Indemnification by Supplier. Supplier shall indemnifyagrees to defend, defend (at Supplier’s expense) hold harmless and hold Gogoindemnify Company and its directors, its Affiliates and their respective officers, directorsemployees and agents (the “Company Parties”), agents and employees harmless from and against any court and all third party claims, damages, losses, suits, actions, demands, proceedings, expenses, costs, and liabilities of any kind (including investigation costs and expenses, government fines, and reasonable attorneys’ fees and expensesincurred and/or those necessary to successfully establish the right to indemnification) (collectively, settlements and settlement expenses“Claims”), third party liabilities, claims, penalties, fines, reasonable costs of investigation arising out of or resulting from: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence performance of Services under this Agreement and/or a breach of this Agreement by Supplier, its employees, its agents, or willful misconduct; and subcontractors, including, but not limited to (a) any injury or death of any person (including employees or subcontractors of Supplier), (b) any claim brought against Company by or on behalf of one or more of Supplier’s employees or subcontractors: (c) any claim by a government agency or third-party alleging that Company and/or Company parties is a joint, controlling, or other employer of Supplier’s employees or subcontractors, (d) any damage to, destruction of, or loss of property, (e) any regulatory agency or Supplier’s employee or subcontractor claim or lawsuit, or other action that is attributable to or caused in whole or in part by Supplier’s failure to comply with federal, state, or local laws, ordinances, or regulations, (f) any payments assessed under Internal Revenue Code Section 4980H and regulations thereunder relating to Supplier’s employees or subcontractors, or any payments due as a result of Supplier’s or its subcontractor’s health plan failing to comply with the Patient Protection and Affordable Care Act and regulations thereunder, or (g) any other action or inaction arising out of Supplier’s breach of any representation, warranty, or obligation under this Agreement, or caused by the acts, omissions, negligence or willful misconduct of Supplier’s officers, agents, employees, or subcontractors; provided that, and except for subsection (f) in the case of negligence by both the Supplier and Company or Company Parties, the foregoing indemnification shall only apply to any such third party’s rights in Intellectual Property are infringed, misappropriated claims or violated by any Product (including any Supplier tools incorporated into a Product) except liability proportionately to the extent such infringement, misappropriation, or violation arises it does not result from the use negligence of such Product in combination with any other product not provided Company or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this AgreementCompany Parties. If any of the Products or any portion thereof action is heldbrought against a Company Party in which indemnity is sought from Supplier, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier Company Party shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use provide Supplier reasonably prompt notice of any such ProductClaim; or (ii) replace permit Supplier to answer and defend such Product with a substantially equivalent item Claim using counsel reasonably acceptable to the Company Party; and (iii) provide Supplier information and reasonable assistance at Supplier’s expense. Solely for the purpose of effectuating subsection (a) of this indemnity, Supplier specifically and expressly waives any immunity that is may be granted it under any workers’ compensation laws or industrial insurance act. The indemnification obligation under this Agreement shall not subject be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable to or for any such claimthird party under workers’ compensation acts, disability benefit acts, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, other employee benefits acts. This indemnity specifically applies in the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use case of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product injuries to Supplier, ’s own employees and entitles Company to seek indemnity from Supplier shall refund if Supplier’s employees sue Company for injuries incurring while performing services pursuant to Gogo the amount paid to Supplier for such Productsthis Agreement.

Indemnification by Supplier. Supplier shall hereby agrees to indemnify, defend (at Supplier’s expense) and hold Gogo, its Affiliates harmless Buyer and any Financing Party and any of their respective officers, directorsagents, agents and employees harmless shareholders, partners, members, employees, representatives, consultants, advisors and/or their respective assigns (each a “Buyer Indemnified Party”), from and against any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs of investigation arising out of all Losses incurred or resulting from: suffered by Buyer or any Buyer Indemnified Party for (a) any bodily violation of any Applicable Law or Permit to be complied with hereunder by any Supplier Responsible Party; (b) injury to or real death of persons including employees of Supplier; (c) any loss of or tangible personal physical damage to the property damage arising out of any Buyer Indemnified Party or any third parties to the extent not covered by Buyer’s insurance, and to the extent they are the result of the intentional or negligent acts or omissions of Supplier, its Subcontractors or any Person or entity directly employed by either of them, or any Person or entity for whose acts any of them are liable during the performance of Supplier’s negligence or willful misconductobligations under this Agreement (collectively, the “Supplier Responsible Parties”); and (bd) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including failure of any Supplier tools incorporated into a Product) except Responsible Party to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification pay for Taxes for which Supplier is responsible pursuant to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform Supplier shall have no liability for damages to the Specifications, and further provided, proportionate extent resulting from any Buyer Responsible Party’s performance or non-performance under this Agreement or the negligence or willful misconduct of any Buyer Responsible Party. The Parties agree that any such modified or replaced Product obligations giving rise to the payment of liquidated damages under this Agreement shall be subject not give rise to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use a claim of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsindemnity under this Section .

Indemnification by Supplier. Supplier shall covenants and agrees to indemnify, defend (at Supplier’s expense) and hold Gogoharmless Eargo, its Affiliates Affiliate(s), Approved Buyer(s), and their respective agents, contractors, officers, directors, agents employees and Representatives (including any combination of the Eargo, its Affiliate(s), Approved Buyer(s) or their respective agents, contractors, officers, directors, employees harmless and Representatives) (collectively, the “Indemnified Parties”) from and against any and all claims, allegations, losses, damages, settlements, governmental fines and penalties, and all other liabilities, including attorneys’ and other professional fees and court costs, reasonable attorneys’ fees and all costs and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs of investigation arising out of or resulting fromrelated to: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriationUnits, or violation arises from the use of such Product any portion thereof, on their own or in combination with any other product not goods and services, infringe any rights or IPR of a third party (collectively, “Third Party IPR”) where such Third Party IPR relates to Supplier’s Manufacturing Process, or manufacturing, packaging, testing, or other Services provided under this Agreement, excluding Product design and materials or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided equipment consigned to Supplier by third-party suppliers for such third-party services and third-party productsEargo; (b) personal injury or property damage resulting, along with directly or indirectly from the Units or Services (including any warranties Hazard), the performance of Supplier’s obligations hereunder, or the fault or negligence of Supplier or the Supplier Parties; (likewisec) negligent, willful or reckless acts or omissions, dishonesty or fraud of or by Supplier or any Supplier Parties; (d) a breach or alleged breach by Supplier or any Supplier Parties of any provision or clause (e.g., Supplier or Supplier Parties act in contravention of any clause or perform acts contrary to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement terms specified in this Agreement) of this Agreement. If ; (e) any claim or cause of action anywhere in the world asserted against Eargo or any of the Products or any portion thereof is held, Indemnified Parties alleging or in Supplier’s reasonable opinion is likely to be held connection with alleged defects in any such suit to constitute an infringement, misappropriation the assembly or violation manufacturing of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such ProductProduct(s); or (iif) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, violations of law in the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) manufacture of the immediately preceding sentenceProducts; (each a “Claim” and collectively, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products“Claims”).

Indemnification by Supplier. Supplier shall hereby agrees, at its sole cost and expense, to defend, hold harmless and indemnify, defend to the extent permitted by applicable Law, (at Supplier’s expensecollectively, “Indemnify”) Buyer and hold Gogo, its Affiliates and their respective officers, directors, agents officers and employees harmless of such Persons and the respective successors and assigns of any of the foregoing (the “Buyer Indemnitees”) from and against any court costsand all liabilities, damages, penalties, fines, costs and actual expenses (including, reasonable attorneys’ fees and expensesother expenses of litigation) (collectively, settlements and settlement expenses, third party liabilities“Liabilities”) resulting from suits, claims, penaltiesactions and demands, finesin each case brought by a Third Party (each, reasonable costs of investigation a “Third-Party Claim”) against any Buyer Indemnitee and arising out of from or resulting fromoccurring as a result of: (a) any bodily injury or real or tangible personal property damage arising out material breach of any of Supplier’s obligations, representations, warranties or covenants under this Manufacturing Agreement; or (b) the gross negligence or willful misconduct of a Supplier Indemnitee under this Manufacturing Agreement. Supplier’s obligation to Indemnify Buyer Indemnitees pursuant to this Section 11.1.1 shall not apply to the extent that any such Liabilities are the result of a material breach by Buyer of its obligations, representations, warranties or covenants under this Manufacturing Agreement or any Buyer Indemnitee’s gross negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except . Notwithstanding anything to the extent such infringementcontrary in this Manufacturing Agreement, misappropriationSupplier’s liability arising from this Manufacturing Agreement and the performance hereof shall not exceed [****] Dollars ($[****]) in the aggregate (the “Seller Cap”). Additionally, Supplier’s obligation to Indemnify Buyer Indemnitees shall include lost profits and out-of-pocket costs and expenses. The Seller Cap shall not, nor shall any other limitation set forth in this Manufacturing Agreement, apply to any indemnification obligations where a Third-Party Claim for bodily injury or violation death arises from the use gross negligence or willful misconduct of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Section 21. To the fullest extent permitted by law, Supplier shall will, at its expense, indemnify, defend (at Supplier’s expense) and hold Gogoharmless VWGOA and its Affiliates, its Affiliates agents and invitees and their respective officersPersonnel, directorssuccessors and assigns (each a “VWGOA Indemnitee”), agents and employees harmless from and against any court costsall damages, losses, claims, demands, liabilities and expenses (including reasonable attorneys’ fees and expensesother professional fees, settlements and settlement expensesjudgments) (collectively, third party liabilities“Losses”) claimed by any Third Person in any claim, claimsdemand, penalties, fines, reasonable costs suit or proceeding in connection with any of investigation arising out of or resulting from: the following: (a) The breach or misrepresentation by Supplier of its obligations or warranties to VWGOA under this Agreement or an Order; (b) The death or bodily or personal injury of, or other legally enforceable damage incurred by, any bodily injury agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, gross negligence, intentional or willful misconduct, errors or omissions of Supplier or its Supplier Personnel, agents or Subcontractors; (c) The damage, loss or destruction of any real or tangible personal property damage arising out caused by the breach of Supplier’s contract, breach of warranty, gross negligence or willful misconductmisconduct of Supplier or Supplier Personnel; and (d) Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services which are asserted by Supplier, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; VWGOA may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of VWGOA, Supplier shall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and (e) Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to any benefits normally associated with employment at VWGOA, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and social security, and any claims relating to Supplier's failure to comply with, including without limitation any claims made by or relating to: (a) Supplier's Personnel, Affiliates or Subcontractors; (b) any third-party claim that such third party’s rights the Wage and Hour Act; (c) the Fair Labor Standards Act; (d) the Retaliatory Employment Discrimination Act; (e) the Employment Retirement Income Security Act; (f) the Consolidated Omnibus Budget Reconciliation Act; (g) the Age Discrimination in Intellectual Property are infringed, misappropriated or violated by any Product Employment Act; (including any Supplier tools incorporated into a Producth) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any Title VII of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation Civil Rights Act of the rights of a third party, Supplier shall promptly, at its expense and option, either: 1964; (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) Section 1981 of the immediately preceding sentenceCivil Rights Act as amended; (j) the Americans With Disabilities Act; (k) the Family and Medical Leave Act; (l) the Immigration Control and Reform Act of 1986 and/or (m) any other applicable federal, then Gogo shall return such Product state or local statutes, laws, ordinances, rules, regulations or orders pertaining to Supplierimmigration, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsdiscrimination, wrongful discharge (actual or constructive), breach of express or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action.

Indemnification by Supplier. 6 11.1.1. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogo, its Affiliates and their respective officers, directors, agents and employees harmless from and against any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, court-awarded damages and reasonable costs of investigation arising out of or resulting from: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement[***]. 11.1.2. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held held, in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products. In addition, if SOWs are specifically identified as phases of the same project in each of the applicable SOW, and Supplier fails to correct an infringement, misappropriation or violation in one of the phases, Supplier shall refund to Gogo (A) all amounts paid to Supplier for the applicable Product, and (B) all amounts paid to Supplier for other Products that are part of the same project but are rendered to be of no reasonable utility to Gogo without the applicable Product. Supplier shall have no liability under this Section 11.1 to the extent arising from: (i) use of any item provided by Supplier hereunder in combination with other items not provided or approved by Supplier or with which such items were not designed to be used; (ii) Gogo’s modification of any item provided by Supplier hereunder; or (iii) Supplier’s compliance with Gogo’s designs or specifications (where such designs or specifications form the basis for the claim, and not Supplier’s chosen implementation), or (iv) Supplier’s incorporation of technology supplied or dictated by Gogo (where such technology forms the basis for the claim).

Indemnification by Supplier. Supplier shall indemnifydefend, defend (at Supplier’s expense) indemnify and hold Gogoharmless Stryker and its Affiliates, its Affiliates and their respective subsidiaries, shareholders, officers, directors, agents employees, agents, successors, and employees harmless assigns (a "Stryker Indemnified Person") from and against any court and all liabilities, claims, suits, actions, losses, costs, reasonable attorneys’ ' fees and expenses, settlements and settlement expensesjudgments or damages, third party liabilitieswhether ordinary, claimsspecial or consequential (collectively, penalties“Damages”), fines, reasonable costs of investigation arising out of or resulting fromin any way connected with: (a) Supplier, and/or its officers, employees, agents, representatives, contractors, subcontractors or invitees (collectively, "Representatives") violating, infringing, or misappropriating any bodily injury patent, copyright, trademark, trade secret and any other intellectual property or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) proprietary right anywhere in the world, except where any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such alleged infringement, misappropriation, or violation arises from the use is a result of such Product in combination with any other product not provided or approved by Airspan or by any a modification to the Product(s) made by Gogo. To Stryker or any of its Affiliates; (b) the extent permissiblecommission of any acts, omissions, negligence, misconduct, or dishonesty by Supplier shall pass through or Supplier's Representatives in connection with the performance hereunder or any defect in Products; (c) any breach of a representation, warranty and/or covenant of Supplier, or failure of Supplier to Gogo perform its obligations hereunder; (d) Supplier's or Supplier's Representatives violating any indemnification provided federal or state law, regulation, statute or ordinance including the transportation, handling, disposal or processing of regulated materials; (e) any failure of Supplier or Supplier's Representatives to Supplier by third-party suppliers for such third-party services and third-party products, along comply with the confidentiality obligations set forth herein; (f) any warranties loss or damage to persons (likewiseincluding death) or property, to the extent permissible)caused by any act or omission of Supplier or, further to its obligation under the Exhibit C Product Support Assurance Agreement where applicable, by Supplier's Representatives; (g) [redacted**]; (h) any claim made or suit brought by Supplier's employees or subcontractors or their respective representatives for personal injury or death arising out of, during, or from performance of this Agreement. If , caused by any act, omission, negligence or willful misconduct of the Products Supplier or any portion thereof is held, Supplier's Representatives; or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo [redacted**]. Supplier’s obligation to pay Damages to Stryker under the right to continue the use of such Product; or (ii) replace such Product foregoing obligation with a substantially equivalent item that is not subject respect to any such claim, claim shall not exceed the greater of the sum of all amounts paid to Supplier by Stryker under this Agreement or modify such Product so that it becomes no longer subject to any such claim[redacted**]; provided, however, that after the foregoing limitation shall not apply to any such replacement Damages arising from any claims by third parties. Supplier's indemnity obligation pursuant to this Article shall not be diminished or modification, the Product must continue to substantially conform to the Specifications, and further provided, that limited in any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use way by Supplier's maintenance of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such ProductsWorker's Compensation insurance.

Indemnification by Supplier. Supplier shall will indemnify, defend (at Supplier’s expense) and hold Gogoharmless Customer, its Affiliates and their respective officers, directors, employees, agents and employees harmless representatives (collectively, “Customer Indemnitees”), from any and against all Losses to the extent arising from, in connection with, or based upon any court costsof the following: (a) Any Claim based on allegations that, reasonable attorneysif true, would constitute a breach of Supplier's or any of its Subsidiaries’ fees and expensesAffiliates’ or Subcontractor's respective obligations under Section 8 (Confidentiality) (it being understood that any breach of Section 7 (Data Security and Protection) shall not be deemed in itself to be a breach of Section 8 (Confidentiality)); (b) Any Claim that the Services provided by Supplier to Customer as part of this Agreement constitutes a breach or violation of any terms of any third-party resources used by Supplier to perform the Services, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs of investigation including any Claim arising out of the failure to obtain any Required Consents that it is the responsibility of Supplier to obtain; (c) Any Claim for death or resulting from: (a) any bodily injury injury, or the damage, loss or destruction of real or tangible personal property damage arising out (including employees of Supplier’s Customer and Supplier and their respective subcontractors) alleged to have been caused by willful misconduct or negligence on the part of the Supplier or willful misconduct; its Subsidiaries, Affiliates' or Subcontractors or their respective employees or independent contractors; (d) Any Claim that the Supplier Independent IP or Developed Materials (excluding any incorporated Customer Independent IP that was created after the Effective Date) provided Services Agreement General Terms and (b) ConditionsPage 28 by Supplier to Customer as part of this Agreement constitutes an infringement or misappropriation of any third-party claim that such third party’s rights in Intellectual Property are infringedRights, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringementcaused by the modification, misappropriationmisuse or improper combination with other products by Customer, or violation arises from the use not authorized by Supplier, of such Product in combination Supplier Independent IP; and (e) Any Claim arising from Supplier’s willful misconduct or negligence with any other product not provided or approved by Airspan or by any modification respect to the Product(s) made by Gogo. To the extent permissibleprovision of Services, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement breach of this AgreementAgreement or failure to comply with Applicable Law. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after in no event will Customer be obligated to indemnify any such replacement Supplier Indemnitees for Claims for which Supplier was obligated to indemnify Customer under the Separation Agreement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such ProductsMerger Agreement.

Indemnification by Supplier. Supplier shall will at its expense indemnify, defend (at Supplier’s expense) and hold Gogoharmless Health Net and its Affiliates, its Affiliates and their respective officers, directors, agents customers, employees, agents, representatives, successors and employees harmless assigns (collectively, “Health Net Indemnitees”) from and against any court costsand all Losses suffered or incurred by any of them arising from, reasonable attorneys’ fees and expensesin connection with, settlements and settlement expensesor based on any of the following, third party liabilitieswhenever made, claimsexcept to the extent caused by Health Net or an Health Net Affiliate: (a) Any Indemnity Claim by, penaltieson behalf of or relating to any of the Affected Employees relating to Supplier’s employee selection, finescommunications, reasonable costs recruitment or hiring process or a breach by Supplier of investigation Schedule E (Employee Transfer); (b) Any Indemnity Claim by, on behalf of or relating to any of the Transitioned Employees with respect to matters arising out of acts or resulting from: omissions of Supplier occurring on or after the Transfer Date, excluding Indemnity Claims for which Health Net is required to indemnify under Section 23.3(b); (ac) Any Indemnity Claim (i) by a Subcontractor or by other Supplier Personnel, including claims by such personnel that Health Net is liable to such personnel for employee benefits or as the employer or joint employer of such personnel, except to the extent, if any, that Health Net is required by this Agreement to indemnify Supplier in respect of the Indemnity Claim, or (ii) based upon the acts or omissions of any Subcontractor in performance of or relating to the Services to the same extent as if Supplier had committed the act or omission; (d) Any Indemnity Claim arising out of Supplier’s breach of its obligations under Section 14 (Data Security and Protection) or Section 21 (Confidentiality) or the Business Associate Agreement; (e) Any Indemnity Claim arising out of a Security Breach, except to the extent that such Security Breach was caused by Health Net’s negligence, willful misconduct or breach of this Agreement; (f) Any Indemnity Claim arising out of Supplier’s breach of Section 19.7(a) (Non-Infringement); (g) Any Indemnity Claim arising out of Supplier’s breach of its obligations under Section 27.7 (Compliance with Laws) (h) Any Indemnity Claim for death or bodily injury injury, or the damage, loss or destruction of real or tangible personal property damage arising out of any third party (including employees of Health Net or Supplier or their respective subcontractors) brought against a Health Net Indemnitee alleged to have been caused by the tortious acts or omissions of Supplier, Supplier Personnel or anyone else for whose acts Supplier is responsible. However, Supplier will have a right of contribution from Health Net with respect to the Indemnity Claim to the extent Health Net’s comparative negligence is responsible for causing the alleged injury or damage, loss or destruction; (i) Any Indemnity Claim with respect to Supplier’s use of any Health Net Provided Resources made available by Health Net to Supplier or Subcontractors pursuant to Section 11 to the extent the loss results from a breach by Supplier or any Subcontractor of, or an act or omission of Supplier which creates liability for Health Net pursuant to (A) a Health Net Provided Resource or an agreement between Health Net and a third party relating to such Health Net Provided Resources, or certain provisions thereof, which have been provided to Supplier in writing, including obligations to comply with requirements regarding numbers and types of licenses under any such agreements; (B) the terms of this Agreement, including Supplier’s obligations with respect to Managed Third Party Contracts set forth in this Agreement, or (C) any other reasonable restrictions required by Health Net relating to the Health Net Provided Resources, which restrictions are provided to Supplier in writing; (j) Any amounts, including taxes, interest, and penalties, assessed against Health Net which arise as a result of Supplier’s negligence failure to comply with and perform its obligations under Section 9.3 (Taxes); (k) Supplier’s (i) improper or willful misconduct; and wrongful termination of this Agreement or part thereof, or (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Productii) except to the extent such infringementany cessation of Services is expressly permitted under this Agreement, misappropriationabandonment of any work under this Agreement; (l) Any breach of any of Supplier’s representations or warranties set forth in Section 20 (Mutual Representations and Warranties), Section 19.8 (Disabling Code), or violation arises from the use second sentence of such Product in combination with any other product not provided Section 19.7 (Viruses); (m) Any intentional misconduct or approved criminal misconduct by Airspan or by any modification Supplier; and (n) Any Indemnity Claim arising out of occurrences Supplier is required to the Product(s) made by Gogo. To the extent permissibleinsure against under this Agreement, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, but only to the extent permissible), further Supplier has failed to its obligation procure the insurance that Supplier is obligated to procure under the Exhibit C Product Support Assurance Agreement of this Agreement. If any Any act or omission of the Products a Subcontractor shall be deemed to be an act or any portion thereof is held, or in omission of Supplier for purposes of determining Supplier’s reasonable opinion is likely indemnification obligations pursuant to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsthis Section 23.1.

Indemnification by Supplier. Supplier shall indemnify, agrees to indemnify and defend (at Supplier’s expense) and hold GogoCommercialization Partner, its Affiliates and their respective directors, managers, officers, directorsemployees, representatives and agents (the “Commercialization Partner Indemnitees”) against any and employees all Third Party Claims and hold the Distributor Indemnitees harmless from and against any court costsand all damages, reasonable attorneys’ fees and expenseslosses, settlements and settlement expenses, third party liabilities, claims, penaltiescharges, finesactions, reasonable suits, proceedings, and costs of investigation and expenses (collectively “Losses”) arising out of, resulting from the breach of or resulting from: any Product warranty; (aii) any bodily injury negligent act or real omission, or tangible personal property damage arising out any intentional wrongful act or omission by Supplier or any of its respective Subsidiaries, officers, employees, directors, managers, representatives or agents; (iii) any claim, advertising, marketing, promotion or representation made, provided, disseminated or distributed by Supplier or by any agent or representative of Supplier regarding the Products; (iv) the breach or failure of any representation or warranty made by Supplier contained in this Agreement to be true or correct; (v) any claim that the authorized use by any Commercialization Partner Indemnitee of any of Supplier’s negligence Trademarks pursuant to this Agreement infringes the trademark, trade dress or willful misconducttrade name of another Person; and (bvi) any third-party claim that such any Products or packaging for any Products furnished by Supplier infringes any patent, trade secret or other Intellectual Property right of any third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except . The foregoing duty of indemnity and defense shall apply only to the extent such infringement, misappropriation, or violation arises that the Losses for which indemnity is sought do not arise from the use of such Product in combination with any other product not provided negligent or approved by Airspan wrongful intentional acts or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any omissions of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.Commercialization Partner Indemnitees

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogoharmless Advantica, its Affiliates Affiliates, and their respective officers, directors, agents employees, agents, successors and employees harmless assigns, from and against any court costsall Losses arising from, reasonable attorneys’ fees and expenses, settlements and settlement expensesin connection with or relating to, third party liabilities, claims, penalties, fines, reasonable costs allegations of investigation any of the following: (a) Supplier's failure to perform any obligations required to be performed by it under any of the Third Party Contracts on or after the date Supplier becomes responsible for such obligations in accordance with the applicable Service Agreement; (b) acts or omissions of Supplier Personnel located in any Advantica Facility; (c) any claims arising out of or resulting from: related to occurrences for which damages are recoverable under insurance policies Supplier is required to maintain pursuant to Article 12 (aInsurance; Risk of Loss); (d) Supplier's breach of its obligations with respect to Advantica's Confidential Information; (e) any bodily injury claims relating in any way to selection of the Transferred Employees or Supplier's offers of employment, and any claims by or on behalf of Transferred Employees that arise from or relate in any way to their employment with Supplier or to the termination of their employment with Supplier, including any claims by Transferred Employees against Advantica based on a theory of joint employer liability or similar theory; (f) any claims of Supplier's subcontractors; (g) the untruthfulness or inaccuracy of any representation or warranty made by Supplier in this Master Agreement or in any Service Agreement; (h) any amounts, including without limitation, taxes, interest and penalties assessed against Advantica which are obligations of Supplier under this Master Agreement or any Service Agreement; (i) personal injuries, death or damage to tangible personal or real or tangible personal property damage arising out of third parties including employees of Supplier’s , its contractors and subcontractors caused by the negligence or willful misconductmisconduct of Supplier; and (b) any third-party claim provided that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewisewill have no obligation under this clause, to the extent permissible)the claim arises out of or in connection with the negligence or willful misconduct of Advantica; (j) any claims for a breach of software licenses related to the Services, further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If committed by Advantica or any of the Products its subcontractors or any portion thereof employee of Advantica and its subcontractors that is held, not the result of Advantica failing to perform its obligations under this Master Agreement or in Supplier’s reasonable opinion is likely any Service Agreement; (k) any environmental claim arising as a result of the Services with respect to be held in any such suit the Supplier Environment or the Advantica corporate facilities or restaurant locations to constitute an infringement, misappropriation the extent Supplier or its subcontractors has caused the environmental damage or violation of the rights environmental laws or regulations from which the claim arises; (l) any claims directly attributable to Supplier's decision to request that Advantica cancel, substitute, terminate, change, add or breach any Third Party Contract and Advantica's assent to and compliance with such decision and any Losses incurred by Advantica associated with such decision by Supplier and compliance by Advantica; and (m) any claims for penalties, interest and other charges imposed by a taxing authority (except the actual taxes payable by Advantica under the terms of this Master Agreement or any Service Agreement) arising out or resulting from Supplier issuing an incorrect invoice or other information provided to Advantica in writing regarding its charges to Advantica for the Services. In the event and to the extent that a third partyclaim is made against an indemnitee by an employee of Supplier, its contractors or subcontractors providing services, products and/or software hereunder, the Parties agree that Supplier shall promptly, at its expense indemnify and option, either: (i) secure for Gogo hold harmless the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform indemnitee to the Specificationssame extent as if the claim was made by a non-employee of Supplier, its contractors or subcontractors. Supplier's indemnification hereunder shall be primary and immediate. Accordingly, in addition to other provisions herein, and further providedin order to render the Parties' intent and this indemnification agreement fully enforceable, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, in an indemnification claim hereunder, expressly and Supplier shall refund without reservation waives any defense or immunity it may have under any applicable workers' compensation law(s) or any other statute or judicial decision disallowing or limiting such indemnification and consents to Gogo the amount paid a cause of action for indemnity. This waiver and consent to Supplier for such Productsindemnification is made irrespective of and specifically waiving any defense or immunity under any statute or judicial decision.

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogoindemnify Distributor, its Affiliates parent, subsidiaries and affiliates, and its and their respective officers, directors, agents and employees harmless employees, and their successors and assigns (collectively, the “Distributor Indemnitees”), from and against any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, all third party claims, demands or actions (each, a “Claim”), and indemnify and hold harmless any Distributor Indemnitee from and against all resulting liabilities, claimsfees, suits, causes of action, damages, penalties, finesrecoveries and deficiencies, reasonable costs and expenses (including, without limitation, attorneys’ fees) (collectively, “Damages”) which arise out of investigation or relate to (i) any breach of any representation or warranty under Section 9(a), (ii) any Claims for product liability arising out of a defect in the manufacture or resulting fromsupply of the Products by Supplier, (iii) any breach of confidentiality under Section 10, or (iv) any Claim that a Product, when used or distributed as provided for by this Agreement infringes any patent of a third party issued in the Territory; provided that, in connection with any Claims described in (ii) or (iv) hereof, the alleged defect or infringement: (aA) existed at the time the Product was shipped by Supplier; and (B) is not attributable to any bodily injury unauthorized use or real modification regarding such Product by Distributor or tangible personal property damage arising out any third party; and provided further that, such indemnity shall not apply to the extent that it is shown that the Damages were the result of: (C) a breach by Distributor of Supplier’s a representation, warranty, or covenant of this Agreement including, without limitation, any use of the Products in breach of this Agreement; or (D) the negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use misconduct of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products Distributor or any portion thereof is held, Distributor Indemnitee or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productssubdistributor.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Article 8. To the fullest extent permitted by law, Supplier shall shall, at its expense, indemnify, defend (at Supplier’s expense) and hold Gogoharmless VGCA and its Affiliates, its Affiliates agents, and invitees and their respective officersPersonnel, directorssuccessors and assigns (each a “VGCA Indemnitee”), agents and employees harmless from and in full against any court costsall loss, reasonable attorneys’ fees liability, damages, fines, penalties, deficiencies, fees, costs and expenses, settlements legal costs (on a full indemnity basis), settlements, professional fees, expert fees, and settlement expenses, third party liabilities, judgments arising from and relating to any claims, penaltiesactions, finesor lawsuits (collectively, reasonable costs of investigation arising out of or resulting from: (a“Losses”) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated claimed by any Product (including Third Person in any Supplier tools incorporated into a Product) except to the extent such infringementclaim, misappropriationdemand, suit or violation arises from the use of such Product proceeding in combination connection with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of its obligations or warranties to VGCA under these Terms or the Order; 8.1.2 The death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, negligence, misconduct or any portion thereof is heldother acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.3 The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.4 Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services which are asserted by or through Supplier, any Subcontractor, or in Supplier’s reasonable opinion is likely to anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be held in any such suit to constitute an infringementresponsible; 8.1.5 Claims by Supplier or its Personnel, misappropriation Affiliates or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject Subcontractors relating to any such claimbenefits normally associated with employment at VGCA, or modify such Product so that it becomes no longer subject to any such claim; providedincluding insurance, howeverpension, that after any such replacement or modificationhealth, the Product must continue to substantially conform to the Specificationslease cars, compensation, tax withholdings, and further providedsocial security, that and any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product claims relating to Supplier's failure to comply with any applicable federal or provincial/territorial statutes, and Supplier shall refund laws, ordinances, rules, regulations or orders pertaining to Gogo the amount paid to Supplier for such Productsimmigration, discrimination, wrongful discharge (actual or constructive), breach of express or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment insurance, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action.

Indemnification by Supplier. To the greatest extent permitted by applicable Law. Supplier shall indemnifyindem- nify, defend (at Supplier’s expense) and hold Gogo, its Affiliates and their respective officers, directors, agents and employees harmless S&S Indemnitees from and against any court costsand all liabilities, reasonable damages, losses, claims, demands (including any subpoenas, civil investigative demands, or other compulsory processes received by S&S), assessments, actions (including declaratory judgment actions brought by any S&S Indemnitee in response to a claim described herein), causes of action, costs (including attorneys’ fees and expenses) and any of them, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs of investigation arising out of or resulting from: from any of the following: (a) any bodily injury or real or tangible personal property damage arising out breach of Supplier’s negligence or willful misconduct; and this Agreement; (b) personal injury or death or damage to property, including theft, on ac- count of or resulting from Products, deliverables, or performance of work or Services by Supplier or Supplier‘s Personnel; (c) any third-party claim or demand asserted against S&S resulting from an act or omission of Supplier or Supplier’s Personnel; (d) any failure of Supplier or Supplier’s Personnel to comply with Law, S&S procedures, rules, regulations, policies (including privacy policies), working hours and holiday schedules; (e) a reclassification or attempt to reclassify Supplier‘s Personnel as emplo- yees of any S&S Indemnitee; (f) any liens, pledges, encumbrances, security interests, options or other similar restrictions directly or indirectly affecting: (i) any of S&S rights to any Product or related materials under this Agreement; or (ii) any real property or improvements owned or leased by a S&S Indemnitee as a result of any Services performed by subcontractors engaged by Supplier; (g) any claim that such any Services, Products, or deliverables infringes upon or misappropriates any third party’s rights in Intellectual Property are infringedRights. In addition, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If case any of the Products or deliverables or any portion thereof is held, or in Supplier’s or S&S reasonable opinion is likely to be held held, in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptlywithin a reasonable time, at its expense option and optionits sole expense, either: either (i) secure for Gogo S&S the right to continue the use of such Productinfringing item; or (ii) replace such Product item with a substantially equivalent equiva- lent non-infringing item that is not subject to any such claim, or modify such Product item so that it becomes no longer subject becomes (h) any failure by Supplier to any such claim; providedmake full and timely payment of freight charges payable to third parties, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Productincluding, as provided in clauses required by the “Delivery” Section; and (i) and (ii) of the immediately preceding sentenceany Supplier litigation or Supplier transaction, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsincluding those in connec- tion with an ownership or entity change.

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogo, harmless Customer and its Affiliates and each of their respective directors, officers, directors, employees and agents and employees harmless from and against any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, all third party liabilities, claims, penalties, fines, reasonable costs of investigation Damages arising out of or resulting fromrelating to: (ai) any bodily damage to property, injury to person, or real death resulting from a defect in materials, manufacture and workmanship of a Product, from a Product’s failure to conform to the Product Specifications, including any intended use expressly stated in any Product Specifications, or tangible personal property damage from a Product’s failure to be fit for use as a consumer label product in the OCP Field, in each case with respect to Products supplied under this Agreement; (ii) any intentional misconduct, fraud or gross negligence committed by Supplier or its employees or agents in the course of performing its obligations under this Agreement; (iii) any violation of applicable laws or regulations by Supplier after the Effective Date; (iv) any breach by Supplier of Section 2.2: (v) any refusal to supply (other than any refusal to supply for or as a result of a Force Majeure Event, pursuant to Section 3.4(b) with respect to the amount of any Purchase Orders that is in excess of the applicable Capacity Commitment or Forecast or Supplier’s inability to supply due to applicable law after Supplier shall have made commercially reasonable attempts to comply with such law); or (vi) any breach of its representations, warranties or covenants provided in this Agreement. Supplier shall also indemnify, defend and hold harmless Customer and its Affiliates and each of their respective directors, officers, employees and agents from and against any and all third party Damages arising out of Supplier’s negligence or willful misconduct; and (b) relating to the fact that the manufacture, use, sale, offer to sell or importation of Products supplied under this Agreement infringes on any third-party claim that such patent, copyright or other intellectual property right of a third party’s rights in Intellectual Property are infringed; provided, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except however, this indemnity shall not apply to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or infringement is caused by any modification changes or modifications made to the Product(s) made Product by GogoCustomer after it has been supplied by Supplier or the combination by Customer of the Product after it has been supplied by Supplier with other components where the Product alone would not be infringing. To In the extent permissibleevent that a Product by virtue of its manufacture, Supplier shall pass through use or sale is determined to Gogo be infringing, Supplier’s sole responsibility to Customer, in addition to any indemnification provided to Supplier by third-party suppliers for such third-party services obligation and third-party productsobligations under Section 6.1, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in and at Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: shall be to (i1) secure obtain for Gogo Customer the right to continue use the use of such infringing Product; or , (ii2) replace such the infringing Product with a substantially equivalent item that is not subject to any such claimnon-infringing alternative, or (3) modify such the infringing Product so that it becomes no longer subject non-infringing. For the avoidance of doubt, nothing in this Section 7.1 is intended to limit any such claim; providedclaims that may be made by Customer against Supplier other than with respect to third party claims, however, that after any such replacement actions or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsproceedings.

Indemnification by Supplier. (a) Subject to Section 11.02(b) and 11.03, Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogoharmless Purchaser, its Affiliates Affiliates, sublicensees and distributors, and their respective directors, officers, directorsemployees and agents, agents and employees harmless from and against any court costs, reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party all liabilities, damages, losses, costs or expenses (including reasonable fees of attorneys and other professionals) (“Losses”) resulting from claims, penalties, fines, reasonable costs demands or actions (“Claims”) of investigation arising out of or resulting from: (a) Third Parties to the extent based upon any bodily injury or real or tangible personal property damage arising out breach of Supplier’s negligence obligations, covenants, representations and warranties set forth in this Agreement or willful misconduct; the Quality Agreement. For the sake of clarity, Purchaser’s Obsolescence Claims shall not be handled pursuant to this Section 11.02(a) and instead shall be handled in accordance with Section 11.02(b) below. (b) any third-party claim that such third partySubject to Section 11.04(d), Supplier shall indemnify Purchaser by reimbursing or crediting Purchaser (at Purchaser’s rights in Intellectual Property are infringedoption) for all Qualified Costs resulting from Obsolescence Claims, misappropriated or violated by any Product (including any provided that, Supplier tools incorporated into a Product) except shall not obligated to indemnify Purchaser to the extent that such infringementObsolescence Claim is (i) attributable to Purchaser’s or its Affiliates’ negligence, misappropriationgross negligence, willful misconduct or fraud; (ii) attributable to Purchaser’s, its Affiliate’s or its Third Party customer’s failure to abide by cGMP (if applicable), Good Distribution Practices as defined under relevant Law (if applicable) or applicable Law; (iii) attributable to Purchaser or its Affiliate having supplied Third Party customer with Products in excess of such Third Party customer’s orders, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s(iv) made by Gogo. To more than six (6) months after the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement expiration or termination of this Agreement. If any All such Obsolescence Claims shall be reported to Supplier on a quarterly basis, within thirty (30) days of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation end of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of applicable calendar quarter in which such Product; or (ii) replace such Product with a substantially equivalent item that Obsolescence Claim is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specificationsincurred by Purchaser, and further provided, that any supported by such modified or replaced Product shall documentation as may be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to reasonably requested by Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Article 8. To the fullest extent permitted by law, Supplier shall shall, at its expense, indemnify, defend (at Supplier’s expense) and hold Gogoharmless Scout and its Affiliates, its Affiliates agents, and invitees and their respective officersPersonnel, directorssuccessors and assigns (each a “Scout Indemnitee”), agents and employees harmless from and in full against any court costsall loss, reasonable attorneys’ fees liability, damages, costs and expenses, settlements including attorney fees, settlements, professional fees, expert fees, and settlement expenses, third party liabilities, judgments arising from any claims, penaltiesactions, finesor lawsuits (collectively, reasonable costs “Losses”) claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of investigation arising out the following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of its obligations or resulting from: warranties to Scout under these Terms or the Order; 8.1.2 The death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.3 The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.4 Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services which are asserted by Supplier, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; Scout may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of Scout, Supplier shall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and 8.1.5 Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to any benefits normally associated with employment at Scout, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and social security, and any claims relating to Supplier's failure to comply with, including without limitation any claims made by or relating to: (a) any bodily injury Supplier's Personnel, Affiliates or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and Subcontractors; (b) any third-party claim that such third party’s rights the Wage and Hour Act; (c) the Fair Labor Standards Act; (d) the Retaliatory Employment Discrimination Act; (e) the Employment Retirement Income Security Act; (f) the Consolidated Omnibus Budget Reconciliation Act; (g) the Age Discrimination in Intellectual Property are infringed, misappropriated or violated by any Product Employment Act; (including any Supplier tools incorporated into a Producth) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any Title VII of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation Civil Rights Act of the rights of a third party, Supplier shall promptly, at its expense and option, either: 1964; (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) Section 1981 of the immediately preceding sentenceCivil Rights Act as amended; (j) the Americans With Disabilities Act; (k) the Family and Medical Leave Act; (l) the Immigration Control and Reform Act of 1986 and/or (m) any other applicable federal, then Gogo shall return such Product state or local statutes, laws, ordinances, rules, regulations or orders pertaining to Supplierimmigration, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsdiscrimination, wrongful discharge (actual or constructive), breach of express or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action.

Indemnification by Supplier. Supplier shall will at its expense indemnify, defend (at Supplier’s expense) and hold Gogoharmless Health Net and its Affiliates, its Affiliates and their respective officers, directors, agents customers, employees, agents, representatives, successors and employees harmless assigns (collectively, “Health Net Indemnitees”) from and against any court costsand all Losses suffered or incurred by any of them arising from, reasonable attorneys’ fees and expensesin connection with, settlements and settlement expensesor based on any of the following, third party liabilities, claims, penalties, fines, reasonable costs of investigation arising out of or resulting from: whenever made: (a) Any Claim by, on behalf of or relating to any of the Affected Employees relating to Supplier’s employee selection, communications, recruitment, or hiring process, except to the extent caused by misrepresentations or wrongful actions by Health Net; (b) Any Claim relating to Supplier’s alleged failure to observe or perform any duties or obligations to be observed or performed by Supplier on or after the Effective Date under any of the Health Net contracts referenced or identified in Section 11 (Transfer or Use of Resources) that are assigned to Supplier or for which Supplier has assumed financial, administrative and/or operational responsibility; (c) Any Claim by a Subcontractor or by other Supplier Personnel, including claims by such personnel that Health Net is liable to such personnel for employee benefits or as the employer or joint employer of such personnel, except to the extent, if any, that Health Net is required to indemnify Supplier in respect of the Claim. In the case of a Claim by employees of Supplier, Supplier’s indemnification of Health Net Indemnitees will be to the same extent as if the Claim were made by a person who is not an employee of Supplier; (d) Any Claim relating to an alleged breach of Supplier’s obligations under Section 21 (Confidentiality); (e) Any Claim relating to an alleged breach of Section 19.8 (Non-Infringement); (f) Any Claim relating to an alleged breach of Supplier’s obligations under Section 27.5 (Legal Compliance); (g) Any Claim for death or bodily injury injury, or the damage, loss or destruction of real or tangible personal property damage of any third party (including employees of Health Net or Supplier or their respective subcontractors) brought against a Health Net Indemnitee alleged to have been caused by the tortious acts or omissions of Supplier, Supplier Personnel or anyone else for whose acts Supplier is responsible. However, Supplier will have a right of contribution from Health Net with respect to the Claim to the extent Health Net’s comparative negligence is responsible for causing the alleged injury or damage, loss or destruction; (h) Any Claim with respect to Supplier’s use of any third party software made available by Health Net to Supplier or Supplier’s Subcontractors to the extent the loss results from a breach by Supplier or Supplier Subcontractors’ of the applicable third party license agreement to the extent Supplier is made aware of the requirements. (i) Any amounts including taxes, interest, and penalties assessed against Health Net which arise as a result of Supplier’s failure to comply with and perform its obligations under Section 9.3; (j) any breach of any of Supplier’s representations or warranties set forth in Section 19.9 (Viruses)(second sentence only), Section 19.10 (Disabling Code), and Section 20 (Mutual Representations and Warranties). (k) any Claim arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any related to occurrences Supplier tools incorporated into a Product) except is required to insure against under this Agreement but only to the extent such infringement, misappropriation, or violation arises resulting from the use of such Product in combination with any other product not provided or approved a failure by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsrequired insurance.

Indemnification by Supplier. (i) Supplier shall indemnifydefend, defend (at Supplier’s expense) indemnify and hold Gogoharmless ABA and all of its past, its Affiliates present, and their respective future affiliates, customers, distributors, officers, directors, agents employees, contractors, successors, assigns, agents, attorneys, and employees harmless from and insurers (“ABA Indemnitees“) against any court and all claims, damages, costs, reasonable expenses (including, without limitation, court costs and attorneys’ fees and expensesfees), settlements and settlement expensessuits, third party liabilitieslosses, claimsor liabilities (“Claims”) arising from or by reason of any actual or claimed infringement or misappropriation of any patents, penaltiestrade secrets, finestrademarks, reasonable costs of investigation arising out of maskworks, copyrights, or resulting from: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in other Intellectual Property are infringed, misappropriated or violated Rights by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by GogoServices. To the extent permissibleIn addition, Supplier shall pass through to Gogo fully defend, indemnify and hold harmless ABA Indemnitees against any indemnification provided to Supplier and all Claims arising from, or by third-party suppliers for such third-party services and third-party productsreason of, along with or based on allegations of any warranties (likewise, to the extent permissible), further to its obligation under the breach of Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or . (ii) replace ABA shall give Supplier prompt notice in writing of the Claim, and at Supplier's request and Supplier's expense, permit Supplier through its counsel to defend such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claimClaim and provide Supplier reasonable assistance; provided, however, that after ABA may hire its own counsel at its own expense. Supplier shall have control of the defense of any such replacement or modificationsuit, the Product must continue to substantially conform to the Specificationsincluding appeals, negotiations, and further providedthe right to affect a settlement or compromise thereof. (iii) In addition to Supplier’s obligations to defend, that indemnify, and hold harmless the ABA Indemnitees, and any other rights and remedies ABA may have under this Agreement, if the purchase, use, importation, sale, or distribution of the Services or any portion of the Services is sought to be, is reasonably likely to be, or is in fact, enjoined or excluded from importation as a result of any such modified claim of infringement or replaced Product misappropriation, Supplier, at its sole expense and on terms acceptable to ABA, also shall be subject to all Supplier warranties contained herein. If Supplier is unable to either procure the right for the ABA Indemnitees to continued continue purchasing and using the Services, or replace or modify the enjoined Services so that it becomes non-infringing, is of equivalent or superior functionality to the enjoined Services, is fully backward compatible, and meets all of ABA’s requirements, including but not limited to ensuring that quality, quantity, price and delivery are not inferior to the Services being replaced or modified. Additionally, at ABA’s request, Supplier shall promptly issue a full refund of the total amounts paid for the Services that is enjoined or excluded, and ABA may cancel any or all pending orders for the Services without liability. Supplier agrees that time is of the essence and shall use best efforts and act in good faith to satisfy its foregoing obligations, as soon as practical after the use of such Productthe Services, is or is reasonably likely to modify be enjoined or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsexcluded from importation.

Indemnification by Supplier. Supplier shall will, at its expense, indemnify, defend (at Supplier’s expense) and hold Gogoharmless VWGoA and its Affiliates, its Affiliates and their respective officersPersonnel, directorssuccessors and assigns (each a "VWGoA Indemnitee"), agents and employees harmless from and against all Losses claimed by any court costsThird Person in any claim, reasonable attorneys’ fees and expensesdemand, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs suit or proceeding in connection with any of investigation arising out of or resulting from: the following: (a) The breach or misrepresentation by Supplier of its obligations or warranties to VWGoA under this Agreement or an Order; (b) The death or bodily or personal injury of, or other legally enforceable damage incurred by, any bodily injury agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, gross negligence, intentional or willful misconduct, errors or omissions of Supplier or its Supplier Personnel, agents or Subcontractors; (c) The damage, loss or destruction of any real or tangible personal property damage arising out caused by the breach of contract, breach of warranty, gross negligence or willful misconduct of Supplier or Supplier Personnel; and (d) Claims by Supplier’s employees or subcontractors that they are entitled to any benefits normally associated with employment at VWGoA, including insurance, pension, lease cars, compensation, tax withholdings, etc. Supplier hereby indemnifies, defends, holds harmless and releases and discharges VWGoA for any claim(s) of Supplier’s negligence Personnel that they may raise under Wage and Hour Act, the Fair Labor Standards Act, the Retaliatory Employment Discrimination Act, the Employment Retirement Income Security Act, the Consolidated Omnibus Budget Reconciliation Act, the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, Section 1981 of the Civil Rights Act as amended, the Americans With Disabilities Act, the Family and Medical Leave Act, and/or any claims for discrimination, wrongful discharge (actual or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringedconstructive), misappropriated breach of express or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringementimplied contract, misappropriationunpaid wages and/or vacation and/or sick leave pay, or violation arises from the use intentional and/or negligent infliction of such Product in combination with emotional distress, defamation, and/or any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissiblecause of action based on federal, state, local, common law, and/or otherwise. 11.1 Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptlywill, at its expense, indemnify, defend and hold harmless the VWGoA Indemnitees from any Third Person claims made against VWGoA, any of its Affiliates and/or Personnel alleging that any Software, Hardware and/or Service infringes a Third Person’s copyright, patent or trade secret ("Intellectual Property Claim"). VWGoA shall notify Supplier promptly in writing and furnish Supplier with such information and assistance as Supplier may reasonably request to evaluate the Intellectual Property Claim. Supplier shall then, at its own expense and option, either: either (i) secure for Gogo settle the right to continue the use of such Product; Intellectual Property Claim, or (ii) replace such Product with a substantially equivalent item that is not subject procure for VWGoA the right to any such claimuse the alleged infringing Software, Hardware and/or Service, or (iii) replace or modify such Product so that it becomes no longer subject the alleged infringing Software, Hardware and/or Service in order to any such claimavoid the Intellectual Property Claim, or (iv) remove the alleged infringing Software, Hardware and/or Service and refund the Fees (including transportation costs) paid by VWGoA to Supplier less a reasonable amount directly proportionate to VWGoA's actual usage of the infringing Software, Hardware and/or Service, or (v) litigate the Intellectual Property Claim; provided, however, that after prior to Supplier taking any such replacement or modificationof the foregoing responses, the Product must continue Parties shall meet to substantially conform discuss the action or actions which Supplier proposes to take in response to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained hereinIntellectual Property Claim. If Supplier is the Parties are unable to procure agree upon the right action or actions to continued use of such Producttake in response to the Intellectual Property Claim, or VWGoA may, at its sole option, elect to modify or replace such Productterminate, as provided in clauses for its convenience and without liability upon five (i5) and (ii) of the immediately preceding sentence, then Gogo shall return such Product days prior written notice to Supplier, and this Agreement as to any alleged infringing Software, Hardware and/or Service. Regardless of Supplier's response to the Intellectual Property Claim or VWGoA's election to terminate this Agreement as to any alleged infringing Software, Hardware and/or Service, Supplier shall refund remain obligated to Gogo defend the amount paid Intellectual Property Claim and to pay any final judgments awarded against Supplier for such Productsand/or VWGoA based upon the Intellectual Property Claim.

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold GogoMedicis, its Affiliates Representatives and their respective directors, officers, directors, agents successors and employees permitted assigns (“Medicis Indemnified Parties”) harmless from and against any court costsand all Claims, reasonable attorneys’ fees and expensesin each case to the extent such Claims are based on, settlements and settlement expensesarise out of, third party liabilities, claims, penalties, fines, reasonable costs of investigation arising out of or resulting fromare caused by: (a) a breach or inaccuracy of any bodily injury representation or real warranty made by Supplier in this Agreement or tangible personal property damage any Product Exhibit; (b) a failure by Supplier or its employees, agents, or subcontractors to perform the Services in accordance with this Agreement or any Product Exhibit; (c) any negligent, willful or reckless action, misconduct, error, inaction or omission of Supplier or its employees, agents or subcontractors; or (d) any allegations of infringement or misappropriation of any patent or trade secret rights of a Third Party arising out of Supplier’s negligence or willful misconduct; and Supplier’s Representatives performance of the Services under this Agreement not related to Medicis’s design or Specifications for the Products except with respect to any of the foregoing under subsections (a), (b), (c) any third-party claim that such third party’s rights in Intellectual Property are infringedor (d), misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) except to the extent such infringementClaims are based on, misappropriationarise out of, or violation arises from are caused by, the use negligence, gross negligence or willful misconduct of such Product in combination with Medicis or its Representatives or suppliers or any other product not provided breach of any representation or approved by Airspan or by any modification to the Product(s) warranty made by GogoMedicis in this Agreement, or Medicis’ failure to perform any covenant, agreement, undertaking or responsibility of Medicis contained in this Agreement or a Product Exhibit. To Notwithstanding the extent permissibleforegoing, Supplier shall pass through to Gogo not be liable for any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, Claims to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If caused by any of the Products or any portion thereof is heldMedicis Indemnified Parties as determined in a final, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights non-appealable order of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use court of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productscompetent jurisdiction.

Indemnification by Supplier. (a) Supplier shall indemnify, defend (at Supplier’s expense) indemnify and hold Gogo, harmless Purchaser and its Affiliates and their respective directors, officers, directors, employees and agents and employees harmless from and against any court costsand all Damages, reasonable attorneys’ fees and expenses, settlements and settlement expenses, third party liabilities, claims, penalties, fines, reasonable costs of investigation arising out of or resulting from any claim, demand, action, suit or proceeding brought by a Third Party (collectively, a “Claim”) based upon or arising from: (ai) any bodily injury injury, death or real or tangible personal property damage arising out resulting from any actual or alleged defect in the Manufacture of Supplier’s the Product or from the failure of the Product to conform to the Requirements; (ii) any breach by Supplier of any of its representations, warranties or obligations under this Agreement; (iii) any violation by Supplier of Applicable Laws; or (iv) any gross negligence or willful misconduct; and act or omission of Supplier or its Affiliates or subcontractors or any of their respective employees or agents relating to the activities in connection with this Agreement. (b) Purchaser shall give Supplier prompt written notice of any third-party claim that Claim with respect to which Supplier’s indemnification obligations apply, but any delay or failure of such third partynotice shall not excuse Supplier’s rights in Intellectual Property are infringed, misappropriated or violated by any Product (including any Supplier tools incorporated into a Product) indemnification obligations except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogothat Supplier’s legal position is actually and materially prejudiced thereby. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo have the right to continue assume and control the use defense and settlement of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claimClaim; provided, however, that after any such replacement or modification, the Product following conditions must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses satisfied: (i) Supplier must provide to Purchaser written acknowledgement to Purchaser of Supplier’s obligation to indemnify Purchaser hereunder against Damages that may result from the Claim, and (ii) the Claim does not include damages other than monetary damages for which indemnity hereunder is available, (iii) the Claim does not relate to or arise in connection with any criminal proceeding, action, indictment, criminal allegation or investigation, and (iv) if requested by Purchaser, Supplier has reasonably demonstrated Supplier’s financial ability to pay for the defense of such Claim and to satisfy the full amount of any Damages that may result from such Claim. Purchaser shall have the right to participate in the defense of the immediately preceding sentenceClaim at its own expense, but in any event shall cooperate with Supplier in the investigation and defense of the Claim. (c) If Supplier is entitled to, and does, assume and control the defense and settlement of any Claim with respect to which its indemnification obligations apply, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo not settle such Claim without Purchaser’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), unless (i) the amount sole relief provided in such settlement is monetary in nature and shall be paid to in full by Supplier for and (ii) such Productssettlement does not include any finding or admission of a violation by Purchaser of any Applicable Laws or Third Party’s rights.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Article 8. To the fullest extent permitted by law, Supplier shall shall, at its expense, indemnify, defend (at Supplier’s expense) and hold Gogoharmless CARIAD and its Affiliates, its Affiliates agents, and invitees and their respective officersPersonnel, directorssuccessors and assigns (each a “CARIAD Indemnitee”), agents and employees harmless from and in full against any court costsall loss, reasonable attorneys’ fees liability, damages, costs and expenses, settlements including attorney fees, settlements, professional fees, expert fees, and settlement expenses, third party liabilities, judgments arising from any claims, penaltiesactions, finesor lawsuits (collectively, reasonable costs “Losses”) claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of investigation arising out the following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of its obligations or resulting from: (a) warranties to CARIAD under these Terms or the Order; 8.1.2 The death or bodily or personal injury of, or other legally enforceable damage incurred by, any bodily injury agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.3 The damage, loss or destruction of any real or tangible personal property damage arising out caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.4 Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services which are asserted by Supplier’s negligence , any Subcontractor, or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated anyone directly or violated indirectly engaged by any Product (including any Supplier tools incorporated into a Product) except of them or for anyone for whose acts they may be responsible; CARIAD may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the extent such infringement, misappropriation, or violation arises from the use written request of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissibleCARIAD, Supplier shall pass through bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and 8.1.5 Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to Gogo any indemnification provided benefits normally associated with employment at CARIAD, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and social security, and any claims relating to Supplier Supplier's failure to comply with, including without limitation any claims made by third-party suppliers for such third-party services or relating to: Supplier's Personnel, Affiliates or Subcontractors; the Wage and third-party productsHour Act; the Fair Labor Standards Act; the Retaliatory Employment Discrimination Act; the Employment Retirement Income Security Act; the Consolidated Omnibus Budget Reconciliation Act; the Age Discrimination in Employment Act; Title VII of the Civil Rights Act of 1964; Section 1981 of the Civil Rights Act as amended; the Americans With Disabilities Act; the Family and Medical Leave Act; the Immigration Control and Reform Act of 1986 and/or any other applicable federal, along with any warranties state or local statutes, laws, ordinances, rules, regulations or orders pertaining to immigration, discrimination, wrongful discharge (likewise, to the extent permissibleactual or constructive), further to its obligation under the Exhibit C Product Support Assurance Agreement breach of this Agreement. If express or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third party, Supplier shall promptly, at its expense and option, either: (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsaction.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Article 8. To the fullest extent permitted by law, Supplier shall shall, at its expense, indemnify, defend (at Supplier’s expense) and hold Gogoharmless XXXXX and its Affiliates, its Affiliates agents, and invitees and their respective officersPersonnel, directorssuccessors, agents and employees harmless from and assigns (each a “XXXXX Indemnitee”), in full against any court costsall loss, reasonable attorneys’ fees liability, damages, costs and expenses, settlements including attorney fees, settlements, professional fees, expert fees, and settlement expenses, third party liabilities, judgments arising from any claims, penaltiesactions, finesor lawsuits (collectively, reasonable costs “Losses”) claimed by any Third Person in any claim, demand, suit or proceeding in connection with any of investigation arising out the following: 8.1.1 Any misrepresentation by Supplier or the breach by Supplier of its obligations or resulting from: warranties to XXXXX under these Terms or the Order; 8.1.2 The death or bodily or personal injury of, or other legally enforceable damage incurred by, any agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.3 The damage, loss or destruction of any real or personal property caused by the breach of contract, breach of warranty, negligence, misconduct or any other acts or omissions of Supplier or its Personnel or Subcontractors; 8.1.4 Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services which are asserted by Supplier, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; XXXXX may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of XXXXX, Supplier shall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and 8.1.5 Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to any benefits normally associated with employment at XXXXX, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and social security, and any claims relating to Supplier's failure to comply with, including without limitation any claims made by or relating to: (a) any bodily injury Supplier's Personnel, Affiliates or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and Subcontractors; (b) any third-party claim that such third party’s rights the Wage and Hour Act; (c) the Fair Labor Standards Act; (d) the Retaliatory Employment Discrimination Act; (e) the Employment Retirement Income Security Act; (f) the Consolidated Omnibus Budget Reconciliation Act; (g) the Age Discrimination in Intellectual Property are infringed, misappropriated or violated by any Product Employment Act; (including any Supplier tools incorporated into a Producth) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any Title VII of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation Civil Rights Act of the rights of a third party, Supplier shall promptly, at its expense and option, either: 1964; (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) Section 1981 of the immediately preceding sentenceCivil Rights Act as amended; (j) the Americans With Disabilities Act; (k) the Family and Medical Leave Act; (l) the Immigration Control and Reform Act of 1986 and/or (m) any other applicable federal, then Gogo shall return such Product state or local statutes, laws, ordinances, rules, regulations or orders pertaining to Supplierimmigration, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsdiscrimination, wrongful discharge (actual or constructive), breach of express or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action.

Indemnification by Supplier. All indemnification provisions in the Order are supplemental to and part of the indemnification provisions in this Section 21. To the fullest extent permitted by law, Supplier shall will, at its expense, indemnify, defend (at Supplier’s expense) and hold Gogoharmless VWLLC and its Affiliates, its Affiliates agents and invitees and their respective officersPersonnel, directorssuccessors and assigns (each a “VWLLC Indemnitee”), agents and employees harmless from and against any court costsall damages, losses, claims, demands, liabilities and expenses (including reasonable attorneys’ fees and expensesother professional fees, settlements and settlement expensesjudgments) (collectively, third party liabilities“Losses”) claimed by any Third Person in any claim, claimsdemand, penalties, fines, reasonable costs suit or proceeding in connection with any of investigation arising out of or resulting from: the following: (a) The breach or misrepresentation by Supplier of its obligations or warranties to VWLLC under this Agreement or an Order; (b) The death or bodily or personal injury of, or other legally enforceable damage incurred by, any bodily injury agent, employee, customer, business invitee, or business visitor or other person caused by the breach of contract, breach of warranty, gross negligence, intentional or willful misconduct, errors or omissions of Supplier or its Supplier Personnel, agents or Subcontractors; (c) The damage, loss or destruction of any real or tangible personal property damage arising out caused by the breach of Supplier’s contract, breach of warranty, gross negligence or willful misconductmisconduct of Supplier or Supplier Personnel; and (d) Liens, encumbrances and payment and other claims relating in any manner to the Goods and Services which are asserted by Supplier, any Subcontractor, or anyone directly or indirectly engaged by any of them or for anyone for whose acts they may be responsible; VWLLC may withhold payment to satisfy such liens, encumbrances or payment and other claims and, upon the written request of VWLLC, Supplier shall bond off or otherwise satisfy any such liens, encumbrances and payment and other claims; and (e) Claims by Supplier or its Personnel, Affiliates or Subcontractors relating to any benefits normally associated with employment at VWLLC, including insurance, pension, health, lease cars, compensation, tax withholdings, Medicare, and social security, and any claims relating to Supplier's failure to comply with, including without limitation any claims made by or relating to: (a) Supplier's Personnel, Affiliates or Subcontractors; (b) any third-party claim that such third party’s rights the Wage and Hour Act; (c) the Fair Labor Standards Act; (d) the Retaliatory Employment Discrimination Act; (e) the Employment Retirement Income Security Act; (f) the Consolidated Omnibus Budget Reconciliation Act; (g) the Age Discrimination in Intellectual Property are infringed, misappropriated or violated by any Product Employment Act; (including any Supplier tools incorporated into a Producth) except to the extent such infringement, misappropriation, or violation arises from the use of such Product in combination with any other product not provided or approved by Airspan or by any modification to the Product(s) made by Gogo. To the extent permissible, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewise, to the extent permissible), further to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreement. If any Title VII of the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation Civil Rights Act of the rights of a third party, Supplier shall promptly, at its expense and option, either: 1964; (i) secure for Gogo the right to continue the use of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform to the Specifications, and further provided, that any such modified or replaced Product shall be subject to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) Section 1981 of the immediately preceding sentenceCivil Rights Act as amended; (j) the Americans With Disabilities Act; (k) the Family and Medical Leave Act; (l) the Immigration Control and Reform Act of 1986 and/or (m) any other applicable federal, then Gogo shall return such Product state or local statutes, laws, ordinances, rules, regulations or orders pertaining to Supplierimmigration, and Supplier shall refund to Gogo the amount paid to Supplier for such Productsdiscrimination, wrongful discharge (actual or constructive), breach of express or implied contract, worker's compensation, compensation (including payroll, withholding, employment taxation, social security, unemployment compensation, minimum wage, overtime, unpaid wages, vacation and/or sick leave pay), intentional and/or negligent infliction of emotional distress, defamation, and/or any other cause of action.

Indemnification by Supplier. Supplier shall indemnify, defend (at Supplier’s expense) and hold Gogo, its Affiliates and their respective officers, directors, agents and employees CUTANEA harmless from any and against any court all losses, damages, liabilities, costs, charges, expenses, including, without limitation, court fees and reasonable attorneyslawyers’ fees and expensesother legal expenses (collectively, settlements and settlement expenses“Losses”) to which CUTANEA may become subject as a result of any claim, third party liabilitiescomplaint, claimssuit, penaltiesdemand, fines, reasonable costs of investigation arising out of action or resulting from: (a) any bodily injury or real or tangible personal property damage arising out of Supplier’s negligence or willful misconduct; and (b) any third-party claim that such third party’s rights in Intellectual Property are infringed, misappropriated or violated other proceeding by any Product Third Party (including any Supplier tools incorporated into a Product) except collectively “Claims”), to the extent such infringementLosses arise out of or in connection with: (i) the development, misappropriationuse, Manufacturing, storage, handling or violation arises from distribution of the use Products by Supplier or any of such Product its Affiliates or contract suppliers of Products; (ii) the negligence or willful misconduct of Supplier or any of its Affiliates or contract suppliers of Products; or (iii) a breach or non-fulfilment by Supplier of its obligations according to this Agreement and/or any law in combination with force; or (iv) a breach by Supplier of any other product not provided warranty, representation, covenant or approved by Airspan or by any modification to the Product(s) agreement made by Gogo. To the extent permissibleit in this Agreement; except, Supplier shall pass through to Gogo any indemnification provided to Supplier by third-party suppliers for such third-party services and third-party products, along with any warranties (likewisein each case, to the extent permissible)such Losses result from (a) the negligence or willful misconduct of CUTANEA or (b) the breach by CUTANEA of any warranty, further representation, covenant or agreement made by it in this Agreement and to its obligation under the Exhibit C Product Support Assurance Agreement of this Agreementextent that such negligence, willful misconduct or breach it is stated by a final court decision. If any of Notwithstanding the Products or any portion thereof is held, or in Supplier’s reasonable opinion is likely to be held in any such suit to constitute an infringement, misappropriation or violation of the rights of a third partyforegoing, Supplier shall promptly, at its expense have no obligation to indemnify CUTANEA for reasonable lawyers’ fees and option, either: (i) secure for Gogo other legal expenses incurred by CUTANEA after Supplier has taken over the right to continue the use defense of such Product; or (ii) replace such Product with a substantially equivalent item that is not subject to any such claim, “Action or modify such Product so that it becomes no longer subject to any such claim; provided, however, that after any such replacement or modification, the Product must continue to substantially conform Proceeding” in accordance with Section 10.3 unless and then only to the Specifications, and further provided, that any such modified or replaced Product shall be subject extent otherwise agreed to all Supplier warranties contained herein. If Supplier is unable to procure the right to continued use of such Product, or to modify or replace such Product, as provided in clauses (i) and (ii) of the immediately preceding sentence, then Gogo shall return such Product to advance in writing by Supplier, and Supplier shall refund to Gogo the amount paid to Supplier for such Products.