Common use of Indemnification; Insurance Clause in Contracts

Indemnification; Insurance. Supplier will indemnify, defend upon request and hold harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates, as defined herein, from any and all Claims (i) resulting from injury or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliate.

Indemnification; Insurance. Supplier will (a) Cara shall indemnify, defend upon request and hold harmless Snap-on Enteris and its Affiliates, and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “Enteris Indemnitees”), against all liabilities, damages, losses and expenses (including reasonable attorneys’ fees and expenses of litigation) (collectively, “Losses”) incurred by or imposed upon the Enteris Indemnitees, or any of them, as a direct result of claims, suits, actions, demands or proceedings (“Snap-on” as used in this section refers Claims”) brought by a Third Party against Enteris Indemnitees, including, personal injury and product liability claims (collectively, “Enteris Indemnity Claims”), to Snap-on Incorporated and its subsidiaries) and the Distribution Associates, as defined herein, from any and all Claims extent arising out of (i) resulting from injury the Development, Manufacture and/or Commercialization of any Product by Cara or death to any of its Affiliates, Sub-licensees and/or agents in the Territory, including warranty claims or Product recalls; (ii) any breach of this Agreement by Cara or any of its Affiliates, Sub-licensees or agents; (iii) any tort claims for the death, personal injury, or illness of any person or claims relating to any damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted related in any governmental proceeding or action with respect way to the Supplier’s productsrights granted under this Agreement or activities conducted by or on behalf of Cara, its Affiliates or Sub-licensees and their respective directors, officers, employees and agents, in connection with this Agreement; (iii) on account except, in each case, to the extent such Claim or Loss is caused by a breach by Enteris of its representations, warranties, covenants or obligations in this Agreement, or the gross negligence or willful misconduct of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on)Enteris Indemnitee; or (iv) resulting from Supplier’s the gross negligence or willful misconduct of any Cara Indemnitee, or agent of Cara; but excluding any Enteris Indemnity Claim or Losses to the extent that Enteris has an obligation to indemnify Cara Indemnitees pursuant to Section 7.5(b), as to which Claim or Losses each Party shall indemnify the other to the extent of their respective liability for such Losses. (b) Enteris shall indemnify, defend and hold harmless Cara, its Affiliates and Sub-licensees, and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, the “Cara Indemnitees”), against all Losses incurred by or imposed upon the Cara Indemnitees, or any of them, as a direct result of claims, suits, actions, demands or proceedings brought by a Third Party against Cara Indemnitees, including personal injury and product liability claims (collectively, “Cara Indemnity Claims”) to the extent arising out of (i) any breach of this Agreement by Enteris or any of its Affiliates or agents, except, in each case, to the extent such Claim is caused by a breach by Cara of its representations, warranties, covenants or obligations in this Agreement, or the gross negligence or willful misconduct of any Cara Indemnitee; or (ii) the gross negligence or willful misconduct of any Enteris Indemnitee; or (iii) infringement or violation of Third Party intellectual property rights to the extent due to the use or practice of the Licensed Technology; but excluding any Cara Indemnity Claim or Losses to the extent that Cara has an obligation to indemnify any Enteris Indemnitees pursuant to Section 7.5(a) as to which Claims or Losses each Party shall indemnify the other to the extent of their respective liability for such Losses. (c) Upon receipt of notice of any Loss, or of any claim, suits, action, demand or proceeding, that may give rise to a right of indemnity from the other Party hereto, the Party seeking indemnification (the “Indemnified Party”), either on behalf of itself or, as applicable, for a member of its group entitled to such indemnity (an “Indemnified Member”), shall give prompt written notice to the other Party (the “Indemnifying Party”) of the Loss (or related claim, action, or allegation) for which indemnification is sought (a “Claim”). This indemnity Provided that the Indemnifying Party is not contesting its obligation to indemnify as to the noticed Claim under this Article 7, the Indemnified Party (and the Indemnified Member, as applicable) shall permit the Indemnifying Party to control any the defense applies of such Claim and any litigation relating to such Claim and all related Losses and the disposition of such Claim and Losses. The Indemnifying Party shall (i) act reasonably and in good faith with respect to all Claimsmatters relating to the settlement or disposition of such Claim and all related Losses as the settlement or disposition relates to such Indemnified Party and (ii) not settle or otherwise resolve such Claim and related Losses in a way that would adversely impact the Indemnified Party (or the Indemnified Member, regardless as applicable) without the prior written consent of nature such Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). Each Indemnified Party (and designationall applicable Indemnified Members) shall cooperate with the Indemnifying Party in its defense of any such Claim and related Losses in all reasonable respects and shall have the right to be present in person or through counsel at all legal proceedings with respect to such Claim and Loss. If the Indemnifying Party does not assume and conduct the defense of the Claim and Loss as provided above, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages the Indemnified Party may defend against, consent to the entry of any kindreasonable judgment, including punitive or exemplary damagesenter into any reasonable settlement with respect to such Loss in any manner the Indemnified Party may deem reasonably appropriate (and the Indemnified Party need not consult with, or obtain any consent from, the Indemnifying Party in connection therewith), and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting the Indemnifying Party shall remain responsible to indemnify the Indemnified Party as provided in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliatethis Article 7.

Indemnification; Insurance. Supplier will (a) From and after the Closing, Impax and Amneal shall, jointly and severally, indemnify, defend upon request and hold harmless Snap-on harmless, and provide advancement of expenses to, the current and former directors and officers of Impax, Holdco and their respective Subsidiaries (the “Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiariesImpax Indemnified Parties”) and the Distribution Associatescurrent and former members of the Amneal Board and officers of Amneal and its Subsidiaries (the “Amneal Indemnified Parties”), as defined hereinin each case to the fullest extent permitted by Law, including to the fullest extent authorized or permitted by any amendments to or replacements of the DGCL or the DLLCA adopted after the date of this Agreement that increase the extent to which a corporation or limited liability company may indemnify its officers and directors or any Impax Indemnified Party or Amneal Indemnified Party, from and against any and all Claims costs or expenses (including attorneys’ fees, expenses and disbursements), judgments, fines, losses, claims, damages, penalties, liabilities and amounts paid in settlement in connection with any actual or threatened claim, action, suit, proceeding or investigation, whether civil, criminal, administrative, regulatory or investigative, arising out of, relating to or in connection with any circumstances, developments or matters in existence, or acts or omissions occurring or alleged to occur at or prior to the Closing (including for acts or omissions occurring in connection with the approval of this Agreement, the performance of Impax’s, Holdco’s and Amneal’s obligations under this Agreement and the consummation of the Transactions or arising out of or pertaining to the Transactions) whether asserted or claimed prior to, at or after the Closing. (b) It is understood and agreed that all rights to indemnification, expense advancement and exculpation existing in favor of each present and former director, officer and employee of Impax, Holdco, Amneal or any of their respective Subsidiaries as provided in the Impax Charter, Impax Bylaws, the Amended and Restated Holdco Charter, the Amended and Restated Holdco Bylaws, Amneal LLC Operating Agreement or the charter or organizational documents of the Subsidiaries of Impax, Holdco or Amneal, in each case as in effect on the date of this Agreement, or under any other agreements in effect on the date of this Agreement (true, correct and complete copies of which have been delivered, as applicable, by Impax and Amneal to Amneal and Impax, respectively), will survive the Transactions and Impax, Holdco and Amneal will (i) resulting continue in full force and effect for a period of at least six (6) years from injury the Closing Date (or, if any relevant claim is asserted or death made within such six (6) year period, until final disposition of such claim) such rights to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; indemnification and expense advancement and (ii) asserted perform, in any governmental proceeding a timely manner, Impax’s, Holdco’s or Amneal’s or their respective Subsidiaries’ obligations with respect thereto. Any claims for indemnification and expense advancement pursuant to such agreements and organizational documents as to which Impax, Holdco or Amneal has received written notice before the sixth (6th) anniversary of the Closing Date will survive, whether or not those claims will have been finally adjudicated or settled, and no action taken during such period may be deemed to diminish the obligations set forth in this Section 6.05(b). (c) For at least six (6) years after the Closing, Impax shall maintain (and Holdco shall cause Impax to maintain) in effect Impax’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) covering the Impax Indemnified Parties currently covered by Impax’s directors’ and officers’ liability insurance policy (a true and complete copy of which has been heretofore made available to Amneal), on terms with respect to such coverage and amount no less favorable than those of such policy in effect on the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach date of this Agreement; provided, however, that Impax may substitute therefor a tail policy or policies of Impax containing terms with respect to coverage and amount no less favorable to such Impax Indemnified Parties. This indemnity The covenants contained in this Section 6.05(c) are intended to be for the benefit of, and defense applies shall be enforceable by, each of the Impax Indemnified Parties and their respective heirs and legal Representatives, and shall not be deemed exclusive of any other rights to all Claims, regardless of nature and designationwhich an Impax Indemnified Party is entitled, whether based pursuant to Law, Contract or otherwise. (d) For at least six (6) years after the Closing, Amneal shall maintain (and Holdco shall cause Amneal to maintain) in effect Amneal’s current directors’ and officers’ liability insurance in respect of acts or omissions occurring at or prior to the Closing (including for acts or omissions occurring in connection with the approval of this Agreement and the consummation of the Transactions) covering the Amneal Indemnified Parties currently covered by Amneal’s directors’ and officers’ liability insurance policy (a true and complete copy of which has been heretofore made available to Impax), on breach terms with respect to such coverage and amount no less favorable than those of contractsuch policy in effect on the date of this Agreement; provided, breach however, that Impax may substitute therefor a tail policy or policies of warrantyAmneal containing terms with respect to coverage and amount no less favorable to such Amneal Indemnified Parties. The covenants contained in this Section 6.05(d) are intended to be for the benefit of, strict liabilityand shall be enforceable by, product liabilityeach of the Amneal Indemnified Parties and their respective heirs and legal Representatives, negligence or and shall not be deemed exclusive of any other tort rights to which an Amneal Indemnified Party is entitled, whether pursuant to Law, Contract or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateotherwise.

Indemnification; Insurance. A. Except as provided in Paragraph 10B below, Supplier will indemnifyshall defend, defend upon request indemnify and hold harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated Distributor and its subsidiaries) Affiliates and the Distribution Associatesits and their respective shareholders, members, managers, directors, officers, agents, employees, and representatives, as defined hereinthe case may be (collectively, “Representatives”), harmless from and against all claims, suits, demands, actions, costs, liabilities, damages, fines, fees, penalties, losses and expenses of any kind whatsoever, including but not limited to, injury to person (including death) or property, including reasonable attorneys fees and all Claims other experts or other reasonable expenses of litigation or other actions (collectively, “Losses”), arising out of, resulting from or in any way connected with any allegation of: (i) resulting from injury any product liability claim or death to any person claim for harm, injury, damage or damage to any property loss arising directly out of or indirectly due to Products not meeting in connection with consumer use or consumption of the specifications; Products; (ii) asserted in any governmental proceeding the defective manufacture, bottling or action with respect to packaging of the Supplier’s products; Products; (iii) on account any negligent act, misfeasance or nonfeasance by Supplier; (iv) any misleading claim, advertising or representation made by Supplier or by any authorized agent or representative of Supplier regarding the Products or any other claims or actions arising out of the failure by Supplier to comply with any Applicable Laws relating to the development, manufacturing, advertising, marketing, labeling, distribution or sale of the Products; (v) any actual or alleged infringement by the Products or other violation any intellectual property rights relating thereto, or any advertising materials with respect thereto provided by Supplier, of patent any intellectual property rights of any third parties or other proprietary rights misappropriation of any trade secrets of any third parties; (vi) a Recall/Withdrawal Event; or (vii) Supplier's breach of any representations, warranties, covenants or agreements contained in this Agreement, unless the Loss arises from the wrongdoing or negligence of Distributor or any of its Representatives. B. Except as provided by Paragraph 10A above, Distributor shall defend, indemnify and hold Supplier and its Affiliates, and its and their Representatives harmless from and against all Losses arising out of, resulting from or in any way connected with (i) Distributor's breach of any representations, warranties, covenants or agreements contained in this Agreement, unless the Loss arises from the wrongdoing or negligence of Supplier or any of its Representatives, or (ii) any negligent act, misfeasance or nonfeasance by Distributor. C. Any party seeking indemnity under this Paragraph 10 (the “Indemnified Party”) shall notify the other party (the “Indemnifying Party”) of such claim as soon as practicable after the Indemnified Party first obtains knowledge of such claim (provided that failure to give such notice shall not affect the Indemnifying Party's obligations except to the extent it can show actual prejudice). The Indemnifying Party will defend, with counsel reasonably satisfactory to the Indemnified Party, at the sole cost and expense of the manufactureIndemnifying Party, use such action and all related proceedings, which proceedings will be diligently defended or sale of Supplier’s products (except when such violation is due prosecuted by the Indemnifying Party to a design final conclusion or specification will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party in the case of any settlement that provides for any relief other than the payment of monetary damages; which admits guilt, liability or culpability on the part of the Indemnified Party; or which could be reasonably expected to have an adverse impact on the Indemnified Party’s business operations or reputation). The Indemnifying Party will have control of such defense and proceedings, including any compromise or settlement thereof (subject to the preceding sentence), provided, however, that if (i) the Indemnifying Party fails to diligently defend, prosecute or settle any action (subject to the Indemnified Party’s approval as provided above), (ii) the claim for indemnification relates to Supplier by Snapor arises in connection with any criminal or quasi-on); criminal proceeding, action, indictment, allegation or investigation involving an Indemnified Party, (iii) the action seeks an injunction or equitable relief against the Indemnified Party or (iv) resulting from Supplierthe Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party, then the Indemnified Party will have the right to defend, at the sole cost and expense of the Indemnifying Party, the action by all appropriate proceedings, which proceedings will be defended or prosecuted by the Indemnified Party in a reasonable manner and in good faith or will be settled at the discretion of the Indemnified Party (with the consent of the Indemnifying Party which shall not be unreasonably withheld); provided, however, that if requested by the Indemnified Party, the Indemnifying Party will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnified Party and its counsel in contesting any action which the Indemnified Party is contesting. In any action the defense of which the Indemnifying Party shall assume, the Indemnified Party shall have the right to participate in (but not control) the defense and resolution of such action and to retain its own counsel at such Indemnified Party’s breach own expense, so long as such participation does not interfere with the Indemnifying Party’s control of such litigation. D. During the Term of this Agreement. This indemnity Agreement and defense applies to for a period of two (2) years thereafter, each party shall procure, within thirty (30) days of the Effective Date, and maintain, at its sole cost and expense, in full force and effect its own: (a) Comprehensive general business liability insurance policy, consistent with commercial practices or standards for similar industries, insuring against any and all Claimsloss, regardless liability or business interruption arising from the obligations and activities of nature and designationthat party hereunder including, whether based on breach of contractwithout limitation, breach of warranty, strict liabilitythose arising from, product liability, negligence personal injury, wrongful death or any other tort or theory property damage and contractual liability with respect to the indemnity obligations set forth in this Paragraph 10. The coverage amount of liability. It includes indemnity for such insurance policy shall not be less than Three Million Dollars (a$3,000,000.00) all damages of any kind, including punitive or exemplary damages, per occurrence and Three Million Dollars ($3,000,000.00) in the aggregate. (b) any costs Errors and expenses, including attorney’s fees, incurred Omissions/Professional Liability with a limit of not less than Three Million Dollars ($3,000,000.00) per occurrence and Three Million Dollars ($3,000,000.00) in the aggregate. (c) Worker's compensation insurance in amounts as may be required by SnapApplicable Laws. E. The insurance companies providing such insurance required under Paragraph 10D must have an A.M. Best rating of A-on VII or a Distribution Associate while assisting better and be licensed or authorized to conduct business in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up all fifty (50) of the Products or for negligently inspecting, testing or analyzing the ProductsUnited States. This indemnity and defense is in addition The policies shall contain a waiver of subrogation with respect to the warranty Indemnifying Party and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, each policy shall contain all appropriate riders and liabilities, notice of property damage or personal injury and losses endorsements based on the nature of any kindProduct manufactured or sold hereunder and its intended use. Snap-Each party shall name the other party as an “additional insured” on all required insurance policies and shall provide the other party with originals or copies of certificates of insurance so reflecting. Such insurance shall also provide that the Distribution Associate may, at its sole discretion and at Snap-on other party shall be notified in writing by the insurance carrier of any change or modification in the Distribution Associate’s own expense policy (as applicableincluding termination) not less than thirty (30) days prior to the effective date of such change (including termination), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliate.

Indemnification; Insurance. Supplier will 8.1 INDEMNIFICATION. Predix shall indemnify, defend upon request and hold harmless Snap-on Ramot, its Affiliates and their respective governors, directors, officers, employees, stockholders PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT; [*] DENOTES OMISSIONS. and agents and their respective successors, heirs and assigns (“Snap-on” as used the "Ramot Indemnitees") from and against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon such Ramot Indemnitees, or any of them, in this section refers connection with any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters, to Snap-on Incorporated and its subsidiariesthe extent arising out of: (a) and the Distribution Associatesdevelopment, as defined hereintesting, from any and all Claims (i) resulting from injury production, manufacture, supply, promotion, import, sale or death to use by any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual Software Product or alleged infringement Licensed Product (or other violation of patent any component thereof) manufactured or other proprietary rights arising out sold by Predix or any Affiliate or Sublicensee under this Agreement, (b) the use of the manufactureLicensed Technology or practice of the Licensed Patent Rights by Predix, use any of its Affiliates or sale of Supplier’s products any Sublicensees, (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (ivc) resulting from Supplier’s any material breach of this Agreement. This indemnity and defense applies to all ClaimsAgreement by Predix, regardless (d) any breach by a Sublicensee of nature and designationa Sublicense, whether based on breach of contract, breach of warranty, strict liability, product liability, or (e) the gross negligence or willful misconduct on the part of Predix or any other tort Affiliate or theory of liability. It includes indemnity for (a) all damages of any kindSublicensee, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-oncase under this Section 8.1.1, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees except to the extent any of Snap-on the foregoing is caused by the negligence or any Snap-on Affiliatewillful misconduct of Ramot or a breach of this Agreement by Ramot.

Indemnification; Insurance. Supplier will indemnifya. Licensee shall defend, defend upon request hold free, safe and hold harmless Snap-on and indemnify Licensor, Artist, and their respective affiliates, owners, directors, governors, officers, members, employees and agents (“Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiariescollectively, "Licensor Parties") and the Distribution Associatesagainst, as defined herein, from any and all Claims claims, demands, disputes, causes of action or damages, including reasonable outside accountants' and attorneys' fees (collectively, "Claims"), arising out of an allegation relating to or referring to: (i) resulting from injury any act or death omission of Licensee, any third party contributor or any other entity acting on Licensee's behalf (whether or not approved by Licensor pursuant to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; this Agreement) ("Third Party Contributor"), (ii) asserted in any governmental proceeding breach of this Agreement by Licensee, any Third Party Contributor, any Distribution Channel, or action with respect any other entity acting on Licensee's behalf (whether or not approved by Licensor pursuant to the Supplier’s products; this Agreement), (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, distribution, advertisement, promotion, sale, possession or use of any Product (including, but not limited to, claims relating to (w) any defect (whether obvious or sale hidden and whether or not present in any sample approved by Licensor) in a Product or in any packaging or other materials (including advertising materials), (x) any alleged injuries to persons or property, (y) any infringement by Licensee of Supplier’s products any rights of any other person or entity or (except when such violation is due z) the failure by Licensee to a design or specification provided to Supplier by Snap-on); comply with applicable laws, regulations, standards, or (iv) resulting any claim that any Product or element thereof (other than Materials that have been approved for use by Licensor) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress and rights of publicity and privacy) of a third party, provided Licensee is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim, and provided, however, that the failure of Licensee to be notified shall not relieve Licensee of its obligation hereunder to the extent such failure does not result in actual and material prejudice to Licensee. In any instance to which the foregoing indemnities pertain, Licensor shall reasonably cooperate with and assist Licensee in connection with any such defense. Licensee shall reimburse Licensor Parties for all reasonable out-of- pocket costs actually incurred by Licensor Parties in connection with such cooperation and assistance. If in good faith reasonable business judgment Licensor deems it advisable to take control of the claim, Licensor can at its election take control over representation without waiving any rights to all or part of indemnification rights to payment of reasonable legal fees and costs. In any instance to which such indemnities pertain, Licensee shall keep Licensor fully advised of all developments pertaining to such Claim and shall not enter into a settlement of such Claim or admit liability or fault without Licensor's prior written approval, unless such settlement includes an unconditional release of Licensor b. Licensee shall obtain and maintain on an occurrence basis, throughout the Term and sell off period (if any), at its own expense, standard comprehensive general liability coverage for bodily injury, property damage, personal injury, product liability and contractual liability, from Supplier’s one or more qualified insurance carriers with a rating by A.M. Best & Co. of A-7. All insurance policies shall name Licensor and their respective parents, subsidiaries and related companies and the respective officers, directors, agents and employees of each of them as additional insureds. Licensee shall furnish Licensor with certificates of insurance reflecting compliance with the foregoing obligations within thirty (30) days prior to first shipment. Each such certificate of insurance shall provide that no less than (30) thirty days prior written notice shall be given to Licensor in the event of material alterations to, or cancellation of, the coverage evidenced by such certificate. c. Licensor shall be solely responsible for, and shall defend hold harmless and indemnify Licensee, its directors, officers, employees and agents against any third party Claims, arising out of: (i) a claim that the use of the Trademarks as provided by Licensor in accordance with the terms of this Agreement violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party in or to the Licensed Materials or (ii) any breach of this Agreement. This indemnity Agreement by Licensor, provided Licensor is given prompt written notice thereof and shall have the option to undertake and conduct the defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kindsuch Claim. In any instance to which the foregoing indemnities pertain, including punitive or exemplary damages, Licensee shall cooperate fully with and (b) assist Licensor in all respects in connection with any costs and expenses, including attorney’s fees, such defense. Licensor shall reimburse Licensee for all reasonable out-of-pocket expenses actually incurred by Snap-on Licensee in connection with such cooperation and assistance. In any instance to which such indemnities pertain, Licensor shall not enter into a settlement of such third party Claim or a Distribution Associate while assisting in admit liability or presenting any defense or investigating or re-mediating any conditions. It also fault without Licensee's prior written approval, unless such settlement includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up an unconditional release of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on AffiliateLicensee.

Indemnification; Insurance. Supplier will A. Licensee shall, at all times during the term of this Agreement and thereafter, indemnify, defend upon request and hold harmless Snap-on ISURF (“Snap-on” as used in this section refers to Snap-on Incorporated including ISURF’s trustees, members, officers, directors, employees affiliates and its subsidiaries) independent contractors), Iowa State University (including Iowa State University’s trustees, members, officers, directors, employees, students, affiliates and independent contractors), and the Distribution Associatesinventors of the Licensed Patents (hereinafter referred to each as an “Indemnified Party” and all collectively referred to as the “Indemnified Parties”), as defined herein, from harmless against any and all Claims claims, proceedings, demands, liabilities, losses and expenses, including legal expenses and reasonable attorneys fees, arising out of or relating to: (i) resulting from Licensee’s exercise of any right conveyed under or breach of this Agreement; (ii) the Products, including death of or injury or death to any person or persons or out of any damage to any property arising directly business interest or indirectly due to Products not meeting property; and/or the specifications; (ii) asserted in any governmental proceeding production, manufacture, sale, use, lease, import, export, consumption or action with respect to the Supplier’s productsadvertisement of Products; (iii) on account exhaustion of any actual or alleged infringement or other violation of patent or other proprietary ISURF’s rights arising out of in patents, that were not included in the manufactureLicensed Patents, use or sale of Supplier’s products (except when such violation is exhaustion due to a design actions or specification provided to Supplier inaction by Snap-on)or on behalf of Licensee; or and (iv) resulting from Supplierany third party’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing its agreement regarding the Products or not analyzing the design or make up manufacture of the Products or for negligently inspectingact or omission of willful misconduct or negligence. Without ISURF’s prior written approval, testing Licensee shall not admit the fault of or analyzing create any obligations on any Indemnified Party. Each Indemnified Party has the Productsright to select and retain counsel of its own choosing to defend its interests. B. Licensee agrees to continuously maintain liability insurance coverage appropriate to assure its indemnification and other obligations under this Agreement and that such insurance coverage sufficiently covers the Indemnified Parties. This indemnity Within ninety (90) days after the execution of this Agreement and defense thereafter annually between January 1 and January 31 of each year, Licensee will present evidence to ISURF that the insurance coverage is in addition to the warranty and remedy obligations of Supplierbeing maintained. “Claim” or “Claims” includes claimsIn addition, lawsuits, and liabilities, Licensee shall provide ISURF with at least thirty (30) days prior written notice of property damage any change in or personal injury and losses cancellation of any kind. Snapthe insurance coverage. C. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN NO EVENT SHALL THE INDEMNIFIED PARTIES OR THEIR AGENTS BE LIABLE FOR ANY REASON WHATSOEVER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING TO LICENSEE, ANY CUSTOMERS OR DISTRIBUTORS OF LICENSEE OR TO ANY END USERS OF PRODUCTS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY RELATED AGREEMENT, OR THE PERFORMANCE OR NON-on or the Distribution Associate mayPERFORMANCE HEREOF OR THEREOF, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable)OR OUT OF THE USE, be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-onPERFORMANCE OR NONPERFORMANCE OF ANY PRODUCT INCLUDING, agentsBUT NOT LIMITED TO LOSS OF USE, divisionsLOSS OF PROFITS, subsidiaries and affiliatesLOSS OF DATA, employeesLOSS OF GOODWILL,THE SUPPLY OF ANY INFORMATION TO LICENSEE PURSUANT TO THIS AGREEMENT OR ANY RELATED AGREEMENT OR OUT OF THE USE OF SUCH INFORMATION, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on AffiliateEVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Indemnification; Insurance. Supplier will A. Sublessee shall indemnify, defend and save Sublessor and Overlandlord harmless against and from all liabilities, obligations, damages, penalties, claims, costs, charges and expenses which may be alleged, imposed upon request or incurred by Sublessor or Overlandlord by reason of any of the following occurring during the Term of this Sublease: (a) Any matter, cause or thing arising out of use, occupancy, control or management of the Demised Premises or any part thereof caused by the Sublessee or any of its agents, contractors, servants, employees, licensees or invitees; (b) Any work or thing done in, or about the Demised Premises or any part thereof by Sublessee or any of its agents, contractors, servants, employees, licensees or invitees; (c) Any negligence on the part of Sublessee or any of its agents, contractors, servants, employees, licensees or invitees; (d) Any accident, injury, death or damage to any person or property occurring on the Demised Premises, or any part thereof where such accident, injury, death or damage resulted from an act or omission on the part of the Sublessee or any of its agents, contractors, servants, employees, licensees or invitees or on the part of any other person on Demised Premises under or by right of the Sublessee or its leasehold estate; (e) Any accident, injury, death or damage to any person or property occurring on any approaches to or exits from the Demised Premises, but not included in the Demised Premises,where such accident, injury, death or damage resulted from an act or omission on the part of the Sublessee or any of its agents, contractors, servants, employees, licensees or invitees or on the part of any other person on, in, near or about the Demised Premises under or by right of the Sublessee or its leasehold estate; (f) All attorneys fees, costs of investigation and hold harmless Snap-on defense and other expenses incurred by Sublessor or Overlandlord in connection with any matter indemnified against, including the costs of enforcing the within indemnification. B. Sublessor agrees to promptly notify Sublessee of any claim asserted against it for which indemnification is sought and shall promptly send to Sublessee copies of all papers or legal processes served upon it in connection with any action or proceeding brought against Sublessor by reason of any such claim. Sublessee's indemnity shall survive the Term of this Sublease. C. Throughout the Term of this Sublease, and any other period during which Sublessee shall be in possession or occupancy, Sublessee, at its sole cost and expense, shall maintain in force and effect the following insurance coverages in respect of the Demised Premises; (“Snap-on” a) Fire and extended coverage insuring Sublessee's furniture, furnishings, trade fixtures and leasehold improvements against loss or damage by fire and customary all risk "extended coverages" with limits of not less than their full replacement value; (b) Comprehensive general public liability insurance, naming Sublessee, Sublessor and Overlandlord as used in this section refers to Snap-on Incorporated insureds, with limits of not less than FIVE MILLION ($5,000,000) DOLLARS for personal and its subsidiaries) and the Distribution Associates, as defined herein, from any and all Claims (i) resulting from bodily injury or death to one person, FIVE MILLION $5,000,000 DOLLARS for death or personal and bodily injury to all persons in any person one occurrence, and FIVE HUNDRED THOUSAND ($500,000) DOLLARS for property damage. The amount of these limits may be increased at the Sublessor's or Overlandlord's reasonable discretion. (c) Prior to commencement of any repairs, alterations or construction activities, Sublessee shall ensure that any contractor or contractor's employee who may be performing such repairs, alterations or construction activities, is covered by an appropriate liability policy. D. All insurance required to be carried by Sublessee hereunder, unless otherwise stated herein, shall insure Sublessor, the Overlandlord and such other reasonable designees of Sublessor as may have insurable interests. Such policies shall be issued by insurance companies with a general policy holder's rating of not less than B+ and a financial rating of not less than Class X as rated by the most current Best's Insurance Reports. Each such policy shall contain a provision to the effect that it cannot be cancelled or amended, insofar as the Demised Premises, without at least 30 days prior written notice to the Sublessor. Each such policy shall contain a waiver of subrogation clause whereby the insurer waives all rights of subrogation as against the Overlandlord, Sublessor and their employees, agents and representatives. Such casualty policies shall, by their terms, be payable notwithstanding any act or negligence of Sublessee, Sublessor or Overlandlord or their agents, or employees, and notwithstanding the occupation or use of the Demised Premises for purposes more hazardous than permitted by the policy. A duplicate original on each such required policy or original certificate of each such coverage shall be delivered by Sublessee to Sublessor prior to the first occupancy of the Demised Premises by Sublessee and thereafter not less than 30 days prior to the expiration of such policy. E. Sublessor and Sublessee hereby remise and release each other and their respective officers, employees, agents and other representatives of and from any liability hereafter arising from loss, damage or injury caused by fire or other casualty covered by their respective insurance. Such insurance shall contain a waiver of the insurer's right of subrogation. F. To the maximum extent permitted by law, Sublessee agrees that Sublessor or Overlandlord shall not be responsible or liable to the Sublessee or to those claiming by, through or under Sublessee, for any loss or damage to any property arising directly of Sublessee or indirectly due to Products not meeting of others that may be placed or contained within the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on AffiliateDemised Premises.

Indemnification; Insurance. Supplier will indemnify, defend upon request The Company shall indemnify and hold harmless Snap-on each of WIC, its affiliates, and their respective directors, officers, partners, members, controlling persons (“Snap-on” within the meaning of Section 15 of the Securities Act of 1933 or Section 20(a) of the Securities Exchange Act of 1934), if any, agents and employees (collectively referred to as used in this section refers to Snap-on Incorporated "Indemnified Persons" and its subsidiariesindividually as an "Indemnified Person") from and the Distribution Associates, as defined herein, from against any and all Claims claims, liabilities, losses, damages and expenses incurred by any Indemnified Person (excluding those resulting from the gross negligence or willful misconduct of the Indemnified Person) and fees and disbursements of the respective Indemnified Person's counsel) which (i) resulting from injury are related to or death arise out of (A) actions taken or omitted to be taken (including any person untrue statements made or damage any statements omitted to be made) by the Company or any property arising directly of its subsidiaries or indirectly due (B) actions taken or omitted to Products not meeting be taken by an Indemnified Person with the specifications; Company's or any of its subsidiaries' consent or in conformity with the Company's or any such subsidiaries' instructions or the Company's or any such subsidiaries' actions or omissions or (ii) asserted in any governmental proceeding are otherwise related to or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising arise out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damagesWIC's engagement hereunder, and (b) any will reimburse each Indemnified Person for all costs and expenses, including attorney’s feesfees of any Indemnified Person's counsel, as they are incurred, in connection with investigating, preparing for, defending, or appealing any action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arising out of or in connection with WIC's acting pursuant to the engagement hereunder, whether or not any Indemnified Person is named as a party thereto and whether or not any liability results therefrom. The Company will not however, be responsible for any claims, liabilities, losses, damages, or expenses pursuant to clause (ii) of the preceding sentence that have resulted primarily from WIC's gross negligence or willful misconduct. The Company also agrees that neither WIC nor any other Indemnified Person shall have any liability to the Company or any of its subsidiaries for or in connection with such engagement except for any claims, liabilities, losses, damages, or expenses incurred by Snap-on the Company or a Distribution Associate while assisting any such subsidiary to the extent the same have resulted from WIC's gross negligence or willful misconduct. The Company further agrees that it will not, and the Company will cause its subsidiaries to not, without the prior written consent of WIC, settle or compromise or consent to the entry of any judgment in any pending or presenting any defense threatened claim, action, suit or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault proceeding in respect of which indemnification may be sought hereunder (whether or not inspecting any Indemnified Person is an actual or testing the Products potential party to such claim, action, suit or not analyzing the design proceeding) unless such settlement, compromise or make up consent includes an unconditional release of the Products WIC and each other Indemnified Person hereunder from all liability arising out of such claim, action, suit or for negligently inspecting, testing or analyzing the Productsproceeding. This The foregoing right to indemnity and defense is shall be in addition to any rights that WIC and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the warranty and remedy obligations completion or any termination of Supplierthe engagement. “Claim” or “Claims” includes claims, lawsuitsThe Company hereby consents, and liabilitiesshall cause its subsidiaries to consent, notice of property damage or to personal injury jurisdiction and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion to service and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel venue in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on court in which any claim which is subject to this agreement is brought against WIC or any Snap-on Affiliateother Indemnified Person. It is understood that, in connection with WIC's engagement, WIC may also be engaged to act for the Company or any of its subsidiaries in one or more additional capacities, and that the terms of this engagement or any such additional engagement may be embodied in one or more separate written agreements. Unless such additional engagement is undertaken with respect to a matter that is the subject of another written agreement that contains a specific provision(s) dealing with indemnification of WIC, this indemnification shall apply to the engagement specified in Section 1 hereof as well as to any such additional engagement(s) and any modification of said engagement or such additional engagement(s) and shall remain in full force and effect following the completion or termination of said engagement or such additional engagements.

Indemnification; Insurance. Supplier will indemnifya. Licensee shall defend , defend upon request hold free, safe and hold harmless Snap-on and indemnify Licensor and Artist, and their respective affiliates, owners, directors, officers, members, employees , heirs, representatives , advisors and agents (“Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiariescollectively, "Licensor Parties") and the Distribution Associatesagainst, as defined herein, from any and all Claims claims, demands, disputes, causes of action or damages, including reasonable outside accountants ' and attorneys ' fees (collectively , "Claims"), arising out of, relating to or referring to: (i) resulting from injury any act or death to omission of Licensee or any person or damage any other entity acting on Licensee's behalf or through Licensee or authorized by Licensee (whether or not approved by Licensor pursuant to any property arising directly or indirectly due to Products not meeting the specifications; this Agreement) (a "Third Party Contributor"), (ii) asserted in any governmental proceeding breach of this Agreement by Licensee , any Third Party Contributor, any conventional retailer, or action with respect any other entity acting on Licensee 's behalf (whether or not approved by Licensor pursuant to the Supplier’s products; this Agreement) , (iii) on account the manufacture , distribution, advertisement , promotion , sale, possession or use of any actual Product (including, but not limited to, claims relating to (w) any defect (whether obvious or alleged infringement hidden and whether or not present in any sample approved by Licensor) in a Product or in any packaging or other violation materials (including advertising materials), (x) any alleged injuries to persons or property, (y) any infringement by Licensee of patent any rights of any other person or entity (provided that claims that the name "Xxxxxxx Xxxxxx" as part of the Trademark infringes on a trademark or other proprietary intellectual property rights arising shall not be indemnified by Licensee and shall be covered by Section 1S(c)) or (z) the failure by Licensee to comply with applicable laws, regulations, standard s (including but not limited to those set out of the manufacturein Section 13(b), use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting any claim that any Product or any element thereof (other than the name "Xxxxxxx Xxxxxx" as part of the Trademark that has been approved for u se by Licensor) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress and rights of publicity and privacy) of a third party, provided Licensee is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim, and provided, however, that the failure of Licensee to be notified shall not relieve Licensee of its obligation hereunder to the extent such failure does not result in actual and material prejudice to Licensee. In any instance to which the foregoing indemnities pertain, Licensor shall reasonably cooperate with and assist Licensee in connection with any such defense. Licensee shall reimburse Licensor Parties for all reasonable out-of- pocket costs actually incurred by Licensor Parties in connection with such cooperation and assistance. If in good faith reasonable business judgment Licensor deems it advisable to take control of the claim, Licensor can at its election take control over representation without waiving any rights to all or part of indemnification rights to payment of reasonable legal fees and costs. In any instance to which such indemnities pertain, Licensee shall keep Licensor fully advised of all developments pertaining to such Claim and shall not enter into a settlement of such Claim or admit liability or fault without Licensor 's prior written approval, unless such settlement includes an unconditional release of Licensor and Artist and does not include any obligation or restriction on either of them. b. Licensee shall, throughout the Term of this Agreement and any Sell-Off Period and for at least two (2) years thereafter, obtain and maintain at its own cost and expense from Supplier’s breach a qualified insurance company acceptable to Licensor a general liability insurance policy including, without limitation, coverage for products liability and personal injury , naming each of Licensor and Artist as additional named insured. Such policy shall provide adequate protection with a limit of liability (in addition to costs of defense) of not less than Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) in the aggregate, insuring, without limitation, against any and all claims, demands and causes of action arising out of any defects or failure to perform , alleged or otherwise, of Products or any material used in connection therewith or any use thereof. A certificate of insurance evidencing such coverage shall be furnished to Licensor within ten ( 10) days of the full execution of this Agreement. This indemnity The insurance described in this Section is understood to be primary and defense applies is not subject to all Claims, regardless contribution by any other insurance which may be available to Licensor. Such insurance policy shall provide that the insurer shall not terminate or materially modify such policy or remove any of nature and designation, whether based on Licensor or Artist as additional insureds without prior written notice to Licensor at least thirty (30) days in advance thereof . Failure to timely obtain insurance shall be considered a material breach of contractthis Agreement and shall give Licensor the right to terminate the Agreement on written notice to Licensee, if Licensee has failed to cure such breach within ten (10) days of Licensee's receipt of written notice thereof. c. Licensor shall be solely responsible for, and shall defend, hold harmless and indemnify Licensee, its directors, officers, employees and agents (collectively "Licensee Parties") against any third party Claims arising out of an allegation relating to or referring to the use of the name "Xxxxxxx Xxxxxx" as part of the Trademark as provided by Licensor in accordance with the terms of this Agreement violates or infringes upon the trademark , copyright or other intellectual property rights (including trade dress) of a third party in or to the Product, provided Licensor is given prompt written notice thereof and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, Licensee shall cooperate fully with and assist Licensor in all respects in connection with any such defense. Licensor shall reimburse Licensee for all reasonable out-of-pocket expenses actually incurred by Licensee Parties in connection with such cooperation and assistance. In any instance to which such indemnities pertain, Licensor shall not enter into a settlement of such third party Claim or admit liability or fault without Licensee's prior written approval , unless such settlement includes an unconditional release of Licensee. Notwithstanding anything to the contrary contained herein, Licensor shall not be required to protect, indemnify or hold Licensee Parties harmless against, or be liable to Licensee Parties for, any liabilities, losses, expenses or damages which may be suffered or incurred by Licensee Parties as a result of any infringement or allegation thereof by any other person, firm or corporation, other than by reason of Licensor's breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, the representations made and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateassumed herein.

Indemnification; Insurance. Supplier will indemnifya. Licensee shall defend, defend upon request hold free, safe and hold harmless Snap-on and indemnify Licensor, Artist, and their respective affiliates, owners, directors, governors, officers, members, employees and agents (“Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiariescollectively "Licensor Parties”) and the Distribution Associatesagainst, as defined herein, from any and all Claims claims, demands, disputes, causes of action or damages, including reasonable outside accountants' and attorneys' fees (collectively, "Claims"), arising out of an allegation relating to or referring to; (i) resulting from injury any act or death omission of Licensee, any third party contributor or any other entity acting on Licensee's behalf (whether or notapproved by Licensor pursuant to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; this Agreement), (ii) asserted in any governmental proceeding breach of this Agreement by Licensee, any Third Party Contributor, any conventional retailer, or action with respect any other entity acting on Licensee's behalf (whether or not approved by Licensor pursuant to the Supplier’s products; this Agreement). (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, distribution, advertisement, promotion, sale, possession or use of any Licensed Product (including, but not limited to, claims relating to (iv) any defect (whether obvious or sale hidden and whether or not present in any sample approved by Licensor) in a Product or in any packaging or other materials (including advertising materials). (x) any alleged injuries to persons or property, (y) any infringement by Licensee of Supplier’s products any rights of any other person or entity or (except when claims that the Trademark infringes on a trademark or other intellectual property rights shall not be indemnified by Licensee; such violation is due infringement claims fall under 15(c)) (z) the failure by Licensee to a design or specification provided comply with applicable laws, regulations, standards (including but not limited to Supplier by Snap-onthose set out in Section 13(b); , or (iv) resulting any claim that any Product or element thereof (other than a Trademark that has been approved for use by Licensor) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress and rights of publicity and privacy) of a third party, provided Licensee is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim, and provided, however, that the failure of Licensee to be notified shall not relieve Licensee of its obligation hereunder to the extent such failure does not result in actual and material prejudice to Licensee. In any instance to which the foregoing indemnities pertain, Licensor shall reasonably cooperate with and assist Licensee in connection with any such defense. Licensee shall reimburse Licensor Parties for all reasonable out-of- pocket costs actually incurred by Licensor Parties in connection with such cooperation and assistance. If in good faith reasonable business judgment Licensor deems it advisable to take control of the claim, Licensor can at its election take control over representation without waiving any rights to all or part of indemnification rights to payment of reasonable legal fees and costs. For the avoidance of doubt, Licensor shall only seek reimbursement of reasonable attorney s fees and costs. In any instance to which such indemnities pertain, Licensee shall keep Licensor fully advised of all developments pertaining to such Claim and shall not enter into a settlement of such Claim or admit liability or fault without Licensor's prior written approval, unless such settlement includes an unconditional release of Licensor b. Licensee shall obtain and maintain on an occurrence basis, throughout the Term and sell off period (if any), at its own expense, standard comprehensive general liability coverage with an aggregate limit of at least $2,000,000 for bodily injury, property damage, personal injury, product liability and contractual liability, from Supplier’s one or more qualified insurance carriers with a rating by A.M. Best & Co. of A-7. All insurance policies shall name Licensor and their respective parents, subsidiaries and related companies and the respective officers, directors, agents and employees of each of them as additional insureds. Licensee shall furnish Licensor with certificates of insurance reflecting compliance with the foregoing obligations within thirty (30) days prior to first shipment. Each such certificate of insurance shall provide that no less than (30) thirty days prior written notice shall be given to Licensor in the event of material alterations to, or cancellation of, the coverage evidenced by such certificate. c. Licensor shall be solely responsible for, and shall defend, hold harmless and indemnify Licensee, its directors, officers, employees and agents against any third party Claims, and any and all claims, demands, disputes, causes of action or damages, including reasonable outside accountants' and attorneys’ fees (collectively, "Claim”), arising out of an allegation relating to or referring to: (i) a claim that the use of the Trademark as provided by Licensor in accordance with the terms of this Agreement violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party in or to the Product or (ii)any breach of this Agreement. This indemnity Agreement by Licensor, provided Licensor is given prompt written notice thereof and shall have the option to undertake and conduct the defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kindsuch Claim. In any instance to which the foregoing indemnities pertain, including punitive or exemplary damages, Licensee shall cooperate fully with and (b) assist Licensor in all respects in connection with any costs and expenses, including attorney’s fees, such defense. Licensor shall reimburse Licensee for all reasonable out-of-pocket expenses actually incurred by Snap-on Licensee in connection with such cooperation and assistance. In any instance to which such indemnities pertain. Licensor shall not enter into a settlement of such third party Claim or a Distribution Associate while assisting in admit liability or presenting any defense or investigating or re-mediating any conditions. It also fault without Licensee's prior written approval, unless such settlement includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up an unconditional release of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on AffiliateLicensee.

Indemnification; Insurance. Supplier will (A) In the exercise of its rights hereunder, Lessee agrees to indemnify, defend upon request and hold harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated Lessor, including Lessor's subsidiaries, facilities, employees, successors, assigns, directors, officers and its subsidiaries) agents from and the Distribution Associatesagainst any property damage, as defined hereinpersonal injury, and/or death claims, suits, expenses and costs, including court costs and attorneys' fees, of whatever kind or nature whatsoever which may arise out of or result from any and all Claims (i) resulting from injury claim, suit, or death to act or which may be brought by any person party or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufactureentity, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claimsincluding, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspectingLessee, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers directly or indirectly, against Lessor relating to, resulting from, or in any way associated with the activities described herein. (B) Lessee further agrees to indemnify, defend and franchisees hold harmless, Lessor, including Lessor's subsidiaries, facilities, employees, successors, assigns, directors, officers and agents from and against any and all claims, suits, expenses and costs, including court costs and attorneys' fees, from any environmental or reclamation liability arising or resulting from or caused by the activities herein described but not future activities of Snap-on Lessor or Lessor's other lessees, if any. (C) Lessee further agrees that before it or any Snap-on Affiliateof its consultants or contractors enter upon the Premises, it will obtain and maintain in full force and effect, or will cause its consultants or contractors to do so, Commercial General Liability insurance under an occurrence policy form in an insurance company or companies satisfactory to RGGS, and possessing an A.M. Best Company rating of A-, Class VII or better, for bodily injury, including death, and property damage in a minimum amount of Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) in the aggregate. Said limits and coverage requirements may be revised from time to time at the option of the Lessor. Lessee agrees to procure and maintain insurance policies in accordance with the terms and provisions outlined in Attachment "I" attached hereto and incorporated herein, including without limitation, adding RGGS its affiliates, including all units, divisions and subsidiaries as an Additional Insured; obtaining waiver of subrogation; agreeing to give RGGS sixty (60) days' prior written notice upon policy cancellation or change; and providing subcontractor coverage (if applicable). Lessee further agrees to immediately provide a copy of Attachment "I" to its insurance company and/or insurance agent. (D) Lessee shall provide Lessor with immediate notice of any personal injury, property damage, or environmental release occurring at or near the Premises, or of any claim of a third party alleging the same. (E) The obligations set forth herein and in Attachment "I" shall continue after the termination of this Lease as to any matters that occurred during or resulted from the term of this Lease.

Indemnification; Insurance. Supplier will indemnify(a) To the fullest extent permitted by law, defend upon request neither the Manager, any Affiliate of the Manager nor any employee of the Manager shall be personally liable, responsible or accountable in damages or otherwise to the Company or any of its Members for or with respect to any action taken or failure to act on behalf of the Company within the scope of the authority conferred on the Manager by this Agreement or by law. In addition to, and not by way of limitation of, the preceding sentence, the Manager shall not be liable to the Company or its Members for monetary damages for any breach of any fiduciary duty as a Manager, except for liability for acts or omissions not in good faith or which involve gross negligence, intentional misconduct or a knowing violation of law. Any repeal or modification of this Section shall not adversely affect any right or protection of a Manager existing prior to such repeal or modification. (b) The Company shall indemnify and hold harmless Snap-the Manager, each of their Affiliates and Designated Employees (the "Indemnified Parties", and each ------------------- an "Indemnified Party") from and against any loss, expense, damage or injury ----------------- suffered or sustained by the Indemnified Parties (or any of them) by reason of any acts, omissions or alleged acts or omissions arising out of its or their activities on behalf of the Company or in furtherance of the interests of the Company, including, but not limited to, any judgment, award, settlement, reasonable attorney's fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim (“Snap-on” collectively, "Losses"); provided that the acts, omissions or alleged acts or -------- omissions upon which such actual or threatened action, proceeding or claim is based were not performed or omitted fraudulently or in bad faith or as used a result of gross negligence or willful misconduct by any such Indemnified Party; and provided further that such Indemnified Party reasonably believed that the acts, -------- ------- omissions, or alleged acts or omissions upon which such actual or threatened action, proceeding or claim is based were in this section refers the best interests of the Company. Such indemnification shall be made only to Snap-on Incorporated the extent of the assets of the Company. (c) The Manager shall reimburse, indemnify and hold harmless the Company, its subsidiaries) officers, directors, members and the Distribution Associates, as defined herein, employees for and from any and all Claims Losses in respect of or arising from any the acts, omissions, or alleged acts or omissions of the Manager, its officers, directors and employees which are deemed to constitute fraud, bad faith, gross negligence or willful misconduct by the Manager. (id) resulting from injury The Company agrees to provide for the Manager and all officers, directors or death to any person employees of the Manager serving as officers or damage to any property arising directly or indirectly due to Products not meeting directors of the specifications; (ii) asserted in any governmental proceeding or action Company, directors and officers liability insurance with respect to their activities in connection with the Supplier’s products; Company, in such amounts as are agreed by the Manager and the Company, or should the parties be unable to agree, in the amount of one million dollars (iii$1,000,000) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateper occurrence basis.

Indemnification; Insurance. Supplier will (a) Except for discovery or identification of existing Liabilities or conditions (and any disclosure thereof required of Purchaser under applicable Legal Requirements), Purchaser agrees to indemnify, defend upon request protect, defend, and hold Seller and Seller’s Indemnitees harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated from and its subsidiaries) and the Distribution Associates, as defined herein, from against any and all Claims Liabilities suffered or incurred by Seller or any of Seller’s Indemnitees as a result of or in connection with Purchaser’s inspection of the Property (i) including activities of any of the Purchaser’s employees, consultants, contractors, or other agents relating to the Property), including mechanics’ liens, damage to the Property, or injury to persons or property resulting from injury or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect such activities, except to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) extent resulting from SupplierSeller’s, Seller’s breach of this Agreement. This indemnity and defense applies to all ClaimsIndemnitees’, regardless of nature and designationor Manager’s negligence or intentional misconduct. (b) If any Property, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort property owned by a person other than Purchaser, is disturbed or theory altered in any way as a result of such activities, Purchaser shall, at its own cost and expense, promptly repair and restore such Property or third-party property to its condition existing prior to the commencement of such activities which disturb or alter such Property. Purchaser hereby releases Seller’s Indemnitees for any liability. It includes indemnity for , damage, loss, cost or expense (a) all damages of any kindincluding without limitation, including punitive or exemplary damages, and (b) any costs and expenses, including reasonable attorney’s fees, fees and court costs) incurred by Snap-on Purchaser or a Distribution Associate while assisting its affiliates, or any of their respective shareholders, partners, members, trustees, directors, officers, employees and agents arising from or in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspectingconnection with Due Diligence, testing or analyzing the Products. This indemnity and defense is in addition except to the warranty extent resulting from Seller’s, Seller’s Indemnitees’, or Manager’s negligence or intentional misconduct. (c) Purchaser agrees to maintain and remedy obligations have in effect policies of Supplier. “Claim” or “Claims” includes claimscommercial general liability insurance, lawsuits, and liabilities, notice containing a waiver of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at subrogation acceptable to Seller in its sole discretion and with limits of at Snap-on or the Distribution Associate’s own expense least One Million Dollars (as applicable$1,000,000.00), for bodily or personal injury or death covering any accident arising in connection with the presence of Purchaser, its contractors, agents and representatives at the Hotel, which insurance shall: (i) name as additional insureds thereunder Seller and such other parties holding insurable interests as Seller may designate, (ii) be represented written by and actively participate through its own counsel in any such proceedings. a reputable insurance company having a rating of at least “Distribution AssociatesA-VIII” means Snap-onby Best’s Rating Guide (or a comparable rating by a successor rating service), agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliate.and

Indemnification; Insurance. Supplier will (a) Parent and Sub agree that all rights to indemnification for acts or omissions occurring prior to the Effective Time now existing in favor of the current or former directors, officers, employees, fiduciaries or agents (the "Indemnified Parties") of the Company and its subsidiaries as provided in their respective certificates of incorporation or by-laws (or similar organizational documents) or existing indemnification contracts shall survive the Merger and shall continue in full force and effect in accordance with their terms. (b) It is understood and agreed that the Company shall, and from and after the Effective Time, the Surviving Corporation and the Parent shall, indemnify, defend upon request and hold harmless Snap-on the Indemnified Parties against all losses, claims, damages, costs, expenses (“Snap-including attorneys' fees and expenses), liabilities or judgments, fines or amounts that are paid in settlement in connection with any pending, threatened or actual claim, action, suit, proceeding or investigation based in whole or in part or arising in whole or part out of the fact that such person is or was a director, officer, employee or agent of the Company or any of its subsidiaries or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise or by reason of anything done or not done by such person in any such capacity whether pertaining to any matter existing or occurring at or prior to the Effective Time or any acts or omissions occurring or existing at or prior to the Effective Time and whether asserted or claimed prior to, or at or after, the Effective Time ("Indemnified Liabilities"), including all Indemnified Liabilities based in whole or in part on” as used , or arising in whole or in part out of, or pertaining to this section refers Agreement or the transactions contemplated hereby, in each case to Snap-on Incorporated and its subsidiaries) the fullest extent permitted by applicable law (and the Distribution AssociatesCompany, the Surviving Corporation, and Parent, as defined hereinthe case may be, from shall pay expenses in advance of the final disposition of any such action or proceeding to each Indemnified Party to the fullest extent permitted by applicable law). In determining whether an Indemnified Party is entitled to indemnification under this Section 7.07(b), if requested by such Indemnified Party such determination shall be made by special, independent counsel selected by the Surviving Corporation and all Claims the Parent and reasonably approved by the Indemnified Party, and who has not otherwise performed services for the Surviving Corporation, Parent or their respective affiliates within the last three years. Without limiting the foregoing, in the event any such claim, action, suit, proceeding or investigation is brought against any Indemnified Parties (whether arising before or after the Effective Time), (i) resulting from injury the Indemnified Parties may retain Squadron, Ellenoff, Plesent & Sheinfeld, LLP or death other coxxxxx xxxsonably satisfactory to any person the Company (or damage to any property arising directly or indirectly due to Products not meeting the specificationsSurviving Corporation after the Effective time), and the Company (or, after the Effective Time, the Surviving Corporation and Parent) shall pay all reasonable fees and expenses of such counsel for the Indemnified Parties as promptly as statements therefor are received; and (ii) asserted the Company (or, after the Effective Time, the Surviving Corporation and the Parent) will use all reasonable best efforts to assist in the vigorous defense of any governmental such matter; provided, that none of the Company, the Surviving Corporation or Parent shall be liable for any settlement effected without its prior written consent, which consent shall not be unreasonably withheld. Any Indemnified Party wishing to claim indemnification under this Section 7.07(b), upon learning of any such claim, action, suit, proceeding or action investigation, shall notify the Company (or, after the Effective Time, the Surviving Corporation and Parent) (but the failure so to notify shall not relieve a party from any liability which it may have under this Section 7.07(b) except to the extent such failure prejudices such party's position with respect to such claims) and shall deliver to the Supplier’s products; Company (iiior, after the Effective Time, the Surviving Corporation and the Parent) on account the undertaking contemplated by Section 145(e) of the DGCL, but without any requirement for the posting of the bond. The Indemnified Parties as a group may retain one law firm (plus local counsel, if necessary) to represent them with respect to each such matter unless the use of the counsel chosen to represent the Indemnified Parties would present such counsel with a conflict of interest, or the representation of all of the Indemnified Parties by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case such additional counsel as may be required (as shall be reasonably determined by the Indemnified Parties and the Company, the Surviving Corporation or Parent, as the case may be) and satisfactory to the Company, the Surviving Corporation or Parent, as the case may be, may be retained by the Indemnified Parties at the cost and expense of the Company, the Surviving Corporation or Parent, as the case may be. The Company and Sub agree that the foregoing rights to indemnification, including provisions relating to advances of expenses incurred in defense of any actual action or alleged infringement or other violation of patent or other proprietary rights arising out suit, existing in favor of the manufactureIndemnified Parties with respect to matters occurring through the Effective Time, use shall survive the Merger and shall continue in full force and effect for a period of not less than six years after the Effective Time; provided, however that all rights to indemnification (including rights relating to advances of expenses) in respect of any Indemnified Liabilities asserted or sale made within such period shall continue until the disposition of Supplier’s products such Indemnified Liabilities. Furthermore, the provisions with respect to indemnification set forth in the Certificate of Incorporation or Bylaws of the Surviving Corporation shall not be amended for a period of six years following the Effective Time to the extent that such amendment would adversely affect the rights thereunder of individuals who at any time prior to the Effective Time were directors, officers, employees or agents of the Company in respect of actions or omissions occurring at or prior to the Effective Time. (except when c) The Company (or, after the Effective Time, the Surviving Corporation and Parent) shall indemnify any Indemnified Party against all reasonable costs and expenses (including attorneys' fees and expenses), such violation amounts to be payable in advance upon request as provided in Section 7.07(b), relating to the enforcement of such Indemnified Party's rights under this Section 7.07 or under the documents referred to in this Section 7.07, but only to the extent that such Indemnified Party is ultimately determined to be entitled to indemnification hereunder or thereunder. Any amounts due pursuant to the preceding sentence shall be payable upon request by the Indemnified Party. (d) For six years from the Effective Time, Parent shall, unless Parent agrees in writing to guarantee the indemnification obligations set forth in Section 7.07(a), maintain in effect the Company's current directors' and officers' liability insurance covering those persons who are currently covered by the Company's directors' and officers' liability insurance policy (a design or specification provided copy of which has been heretofore delivered to Supplier by Snap-onParent); provided, however, that in no event shall Parent be required to expend in any one year an amount in excess of 225% of the annual premiums currently paid by the Company for such insurance (which the Company represents is currently not more than $98,250); and, provided, further, that if the annual premiums of such insurance coverage exceed such amount, Parent shall be obligated only to obtain a policy with the greatest coverage available for a cost not exceeding such amount. (e) This Section 7.07 shall survive the consummation of the Merger at the Effective Time, is intended to benefit the Company, Parent, the Surviving Corporation and the Indemnified Parties, and shall be binding on all successors and assigns of Parent and the Surviving Corporation. (f) In the event the Company or the Surviving Corporation or any of their respective successors or assigns (i) consolidates with or merges into any other person and shall not be the continuing or surviving corporation of such consolidation or merger, or (ivii) resulting from Supplier’s breach transfers all or substantially all of this Agreement. This indemnity and defense applies its properties to all Claimsany person, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damagesthen, and (b) any costs in each case, proper provision shall be made so that the successors and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up assigns of the Products or for negligently inspectingCompany and the Surviving Corporation, testing or analyzing as the Products. This indemnity and defense is case may be, shall assume the obligations set forth in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliatethis Section 7.07.

Indemnification; Insurance. 8.1 Supplier will agrees to and shall indemnify, defend upon request and hold harmless Snap-on Customer, its Affiliates and their respective officers, directors, employees and agents from and against all liabilities, damages, losses, costs and expenses (“Snap-on” as used in including reasonable attorneys’ fees) arising out of claims, suits or proceedings brought by a third party to the extent resulting from any negligent, malfeasant, willful or unlawful conduct by any Supplier Indemnitees or Supplier’s breach of this section refers Agreement. 8.2 Customer agrees to Snap-on Incorporated and shall indemnify, defend and hold harmless Supplier and its subsidiariesAffiliates and their respective officers, directors, employees and agents (collectively, “Supplier Indemnitees”) from and the Distribution Associates, as defined herein, from against any and all Claims liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of claims, suits or proceedings brought by a third party to the extent resulting from (i) resulting from injury any actual or death to alleged defects in the design of any person or damage to any property arising directly or indirectly due to Products not meeting Product and/or the specificationsProduct Specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s productsCustomer breach of this Agreement; (iii) death of or bodily injury to any person, or property damage, on account of, or in relation to, any Product; (iv) any acts, negligent or otherwise, or willful malfeasance on the part of Customer or its employees and/or agents, in connection with Customer’s design, sale, marketing or distribution of Product; and/or (v) any actual claims or alleged infringement or other violation of patent or other proprietary rights arising out of allegations that the design, manufacture, use or sale of Supplier’s products any Product manufactured by Supplier hereunder constitutes or creates an infringement of any United States or non-United States patent, copyright, trademark or other proprietary right or trade secret, be it registered or otherwise, arising under federal, state or other law and/or regulation, except, in each case (except when such violation is due i)-(v), to a design or specification provided to Supplier by Snap-on); or (iv) the extent resulting from any negligent, malfeasant, willful or unlawful conduct by any Supplier Indemnitees or Supplier’s breach of this Agreement. This indemnity and . 8.3 Whenever an indemnified party becomes aware of a claim, suit or proceeding as to which it believes it is entitled to indemnification under this Article, it shall give notice in writing to the indemnifying party, shall permit indemnifying party to assume exclusive control of the defense applies to all Claims, regardless or settlement of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damagesthe matter, and (b) any costs shall provide, at the expense of indemnifying party, all authority, information and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditionsassistance which indemnifying party may reasonably request for purposes of such defense. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate mayAn indemnified party may engage its own counsel, at its sole discretion and at Snap-on or own expense, to monitor the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in defense of any such proceedingsmatter. “Distribution Associates” means SnapIn no event shall the indemnifying party be entitled to settle any of the above-onmentioned claims in a manner that admits liability of the indemnified party or otherwise subjects the indemnified party to any obligations without the indemnified party’s consent, agentswhich shall not be unreasonably withheld, divisions, subsidiaries conditioned or delayed. 8.4 The obligations of indemnification and affiliates, employees, insurers, successors and assigns, dealers and franchisees cooperation under this Article 8 shall survive the termination of Snap-on or this Agreement for any Snap-on Affiliatereason.

Indemnification; Insurance. Supplier will indemnify, defend upon request a) Vendor shall indemnify and hold harmless Snap-on Precision and Precision Affiliates, Precision Clients and their Affiliates, and any of their respective directors, officers, shareholders, employees, agents, representatives, subcontractors, successors and assigns (the “Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiariesPrecision Indemnified Parties”) and the Distribution Associates, as defined herein, from any and against all Claims losses, damages, costs and expenses (including, without limitation, the Indemnified Parties’ reasonable attorneys’ fees and other costs of legal defense, whether direct or indirect) (“Losses”) incurred by any Precision Indemnified Parties as a result of any claim, demand, action or proceeding by any third party (each, a “Claim”) relating to or arising out of (i) resulting from injury or death to any person or damage to breach of any property arising directly or indirectly due to Products not meeting the specificationsof Vendor’s representations, warranties and obligations hereunder; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation misappropriation of patent any patent, copyright, trademark, trade secret, or other proprietary rights right by any Work Product; or (iii) any negligent acts or omissions of Vendor and its employees, agents and contractors. b) Precision shall indemnify and hold harmless Vendor and Vendor’s Affiliates, and any of their respective directors, officers, shareholders, employees, agents, representatives, subcontractors, successors and assigns (the “Vendor Indemnified Parties”) from any and against all Losses, incurred by any Vendor Indemnified Parties as a result of any Claim relating to or arising out of the manufacture, use or sale (i) any material breach of Supplierany of Precision’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on)obligations hereunder; or (ivii) resulting from Supplier’s breach any grossly negligent acts or omissions of this Agreement. This indemnity Precision. c) The indemnifying party shall be entitled, at its option, to control the defense of any claim on which it is liable, provided that the indemnifying party shall act reasonably and defense applies in good faith with respect to all matters relating to the settlement or disposition of the claim as the disposition of the claim relates to the indemnified party. The indemnifying party may not, without indemnified party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, settle or compromise any Claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent includes an unconditional release of the indemnified party from all liability arising out of such claim; does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnified Party; and does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of indemnified party or any of its Affiliates. d) The indemnified parties shall cooperate in the investigation, defense and settlement of any Claim and shall provide prompt notice of any such Claim or reasonably expected Claim to the indemnifying party. An indemnified party shall have the right to retain its own separate legal counsel at its own expense. e) If the Indemnifying Party fails or wrongfully refuses to defend or settle any Claims, regardless then the Indemnified Party shall, upon written notice to the Indemnifying Party, have the right to defend or settle (and control the defense of) such Claims. In such case, the Indemnifying Party shall cooperate, at its own expense, with the Indemnified Party and its counsel in the defense and settlement of nature such Claims, and designationshall pay, whether based on breach of contractas they become due, breach of warrantyall costs, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (breasonable outside legal fees incurred therefore. f) any costs At all times during the term of this Agreement and expensesfor a period of three years after its expiration or termination, including attorneyVendor shall maintain, at Vendor’s feesown expense, incurred by Snap-on or a Distribution Associate while assisting insurance coverage at such level and terms and with such insurers as are acceptable to Precision in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuitsits reasonable discretion, and liabilitiessatisfying any specific requirements identified in the applicable SOW. Vendor shall, on request, supply to Precision copies of such insurance policies, certificates of insurance and evidence that the relevant premiums have been paid. Vendor shall provide Precision with not less than thirty days prior written notice of property damage cancellation or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel material change in any coverage under such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateinsurance policies.

Indemnification; Insurance. Supplier will indemnifya) To the greatest extent allowed by Texas Law, defend upon request the District shall indemnify and hold harmless Snap-on ACD, its affiliates, subsidiaries, trustees, directors, officers, agents, servants, and employees (each, an “Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates, as defined hereinIndemnitee”), from and against any and all Claims damages, claims, liability, losses and expenses incurred by any Indemnitee in respect of, arising out of, or involving, a claim made by any third-party against any Indemnitee resulting from or arising in connection with any advice, guidance, act or omission on the part of the District, its trustees, directors, officers, directors, agents, servants or employees, whether in connection with the services or support functions to be provided under this Agreement or activities undertaken by the District on behalf of other schools, excluding, however, any liability resulting from or arising in connection with (i) resulting from injury actions taken by the District at the express request or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; direction of ACD, (ii) asserted any advice, guidance, acts or omissions by the District premised on a misrepresentation or failure to disclose information when under an obligation to do so by the person or entity seeking indemnification, or (iii) any liability to the extent arising as a result of negligence, intentional tort, fraud or criminal conduct on the part of ACD or any of its trustees, officers, agents, or employees. b) If a third party claim is made against an Indemnitee, that does not include a claim for liability resulting from or arising in connection with (i) actions taken by the District at the express request or direction of ACD, (ii) any advice, guidance, acts or omissions by the District premised on a misrepresentation or failure to disclose information when under an obligation to do so by the person or entity seeking indemnification, or (iii) any liability to the extent arising as a result of negligence, intentional tort, fraud or criminal conduct on the part of ACD or any of its trustees, officers, agents or employees, then such Indemnitee shall give written notice to the District of such claim as soon as reasonably practicable after such Indemnitee has received notice thereof (provided that failure to give timely notice shall not limit the indemnification obligations of the District hereunder except to the extent that the delay in giving, or failure to give, such notice has materially prejudiced the ability of the District to defend the claim). The District shall defend such claim, at the District’s own expense or through its insurance as applicable and with counsel selected by the District and reasonably satisfactory to such Indemnitee, provided that an Indemnitee shall at all times also have the right to fully participate in the defense at its own expense unless the Indemnitee and the District reasonably determine that representation of Indemnitee and the District by the same counsel would materially prejudice the interest of District or the Indemnitee; provided that the District will only be responsible under such circumstances for the expenses of a single additional counsel for all Indemnitees). If the District shall fail to commence a defense against such claim within thirty (30) days after notice thereof shall have been given by an Indemnitee to the District or if the District shall not diligently pursue such defense, such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim on behalf, for the account, and at the risk and expense (including the payment of reasonable attorneys’ fees of such Indemnitee regardless of whether the Indemnitee prevails against the third party claim) of the District. If the District assumes the defense of such claim, the obligation of the District hereunder as to such claim shall include taking all reasonably necessary steps in the defense of such claim. c) The District shall not consent to the entry of any judgment or settle or compromise any third party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the District and for which Indemnitee has not been fully released unless it shall have given such Indemnitee not less than fifteen (15) days’ prior written notice of the proposed consent, settlement or compromise, and afforded such Indemnitee an opportunity to consult with the District regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a proposed consent, settlement or compromise. In determining whether to give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof the giving by the claimant to such Indemnitee of a release from all liabilities and obligations of whatever kind or nature in respect of such claim except the liabilities and obligations satisfied by the District. If the Indemnitee unreasonably withholds its approval of a proposed consent settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise that provides the Indemnitee with a release from all liabilities and obligations of whatever kind or nature in respect of such claim except the liabilities and obligations satisfied by the District, Indemnitee shall continue its defense at its own cost and the District is not required to provide any additional amounts above the proposed consent settlement or compromise in any governmental proceeding subsequent consent, settlement, judgment or action compromise negotiated by Indemnitee. d) The rights to indemnification and reimbursement provided by, or granted pursuant to, this Section shall continue as to an Indemnitee who has ceased to be a trustee, director, officer, agent, servant or employee of ACD (or any other person indemnified hereunder) but only for claims based upon events that occurred while the Indemnitee was a trustee, director, officer, agent, servant or employee of ACD. The provisions of this Section shall be a contract between the District, on the one hand, and each Indemnitee who served at any time while this Section is in effect in any capacity entitling such Indemnitee to indemnification hereunder, on the other hand, pursuant to which the District and each such Indemnitee intend to be legally bound. No repeal or modification of this Section shall affect any rights or obligations with respect to any state of facts then or theretofore existing or thereafter arising or any action, suit or proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of facts. e) The District agrees to request from its insurance carriers that ACD be added as an additional named insured on any District held policies of insurance related to transportation or general liability. The District will provide ACD with a copy of each insurance policy, indicating ACD as an additional insured, within 10 business days of receipt of documentation from the SupplierDistrict’s products; (iii) on account insurance carriers. The District will also notify ACD of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity policy change and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or provide ACD with updated records upon any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting changes in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliatecoverage.

Indemnification; Insurance. Supplier will From and after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted by applicable Law, indemnify, defend upon request defend, and hold harmless Snap-on each person who is now, or has been at any time prior to the date hereof, or who becomes prior to the Effective Time, a director, officer, holder of Sunrise Class A Common Stock (“Snap-on” as used "Class A Holder"), or employee of Sunrise or any of its subsidiaries (collectively, the "Indemnified Parties") against all losses, expenses (including, reasonable attorneys' fees and expenses), claims, damages, or liabilities or, subject to the proviso of the next succeeding sentence, amounts paid in this section refers settlement, arising out of actions or omissions occurring at, or prior to Snap-on Incorporated the Effective Time and its subsidiaries) and whether asserted or claimed prior to, at, or after the Distribution Associates, as defined herein, from any and all Claims Effective Time that (i) resulting from injury or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual Indemnified Party (other than in his capacity as a Class A Holder), are in whole or alleged infringement in part (A) based on or other violation of patent or other proprietary rights arising out of the manufacturefact that such person is or was a director, use officer, or sale employee of Supplier’s products (except when such violation is due to a design Sunrise or specification provided to Supplier by Snap-on); one of its subsidiaries or (ivB) resulting from Supplier’s breach based on, arising out of, or pertaining to the transactions contemplated hereby and (ii) in respect of any Indemnified Party in his capacity as a Class A Holder, solely based on, arising out of, or pertaining to the transactions contemplated hereby. The provisions contained in the Second Amended and Restated Charter and the articles or certificates of incorporation and bylaws of each of Sunrise's subsidiaries in respect of indemnification shall not be amended, repealed, or otherwise modified in any manner that would adversely affect the rights thereunder of any Indemnified Party. For a period of six years after the Effective Time, the Surviving Corporation shall cause to be maintained in effect the policies of directors' and officers' liability insurance maintained by Sunrise for the benefit of those persons who are covered by such policies at the Effective Time (or the Surviving Corporation may substitute therefor policies of at least the same coverage in respect of matters occurring prior to the Effective Time), to the extent that such liability insurance can be maintained annually at a cost to the Surviving Corporation not greater than 250% of the premium for Sunrise's current directors' and officers' liability insurance; provided, however, that if such insurance cannot be so maintained or obtained at such costs, the Surviving Corporation shall maintain or obtain as much of such insurance as can be so maintained or obtained at a cost equal to 250% of the current annual premiums of Sunrise for such insurance. Notwithstanding any other provision of this AgreementAgreement to the contrary, the obligations of the Surviving Corporation contained in this Section 5.5 shall be binding upon the successors and assigns of the Surviving Corporation. If the Surviving Corporation or any successors or assigns shall consolidate with or merge into any other person and shall not be the continuing or surviving person of such consolidation or merger or shall transfer all or substantially all of its assets to any person, then and in each case, proper provision shall be made so that the successors and assigns of the Surviving Corporation shall assume the obligations set forth in this Section 5.5. The obligations of the Surviving Corporation under this Section 5.5 shall survive the consummation of the Merger and shall not be terminated or modified in such a manner as to adversely affect any Indemnified Party to whom this Section 5.5 applies without the prior written consent of such affected Indemnified Party. This indemnity and defense applies Section 5.5 is intended to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity be for (a) all damages of any kind, including punitive or exemplary damagesthe benefit of, and (b) any costs shall be enforceable by, each Indemnified Party and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity their respective heirs and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliaterepresentatives.

Indemnification; Insurance. Supplier will A. Licensee shall, at all times during the term of this Agreement and thereafter, indemnify, defend upon request and hold harmless Snap-on ISURF (“Snap-on” as used in this section refers to Snap-on Incorporated including ISURF’s trustees, members, officers, directors, employees affiliates and its subsidiaries) independent contractors), Iowa State University (including Iowa State University’s trustees, members, officers, directors, employees, students, affiliates and independent contractors), and the Distribution Associatesinventors of the Licensed Patents (hereinafter referred to each as an “Indemnified Party” and all collectively referred to as the “Indemnified Parties”), as defined herein, from harmless against any and all Claims claims, proceedings, demands, liabilities, losses and expenses, including legal expenses and reasonable attorneys fees, arising out of or relating to: (i) resulting from Licensee’s exercise of any right conveyed under or breach of this Agreement (ii) sublicensee’s exercise of any right hereunder to Licensee, breach of the agreement containing the sublicense or act or omission of willful misconduct or negligence; (iii) the Products, including death of or injury or death to any person or persons or out of any damage to any property arising directly business interest or indirectly due to Products not meeting property; and/or the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the production, manufacture, use sale, use, lease, import, export, consumption or sale advertisement of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on)Products; or (iv) resulting from Supplierexhaustion of ISURF’s rights in patents, that were not included in the Licensed Patents, such exhaustion due to actions or inaction by or on behalf of Licensee or any sublicensee; and (v) any third party’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing its agreement regarding the Products or not analyzing the design or make up manufacture of the Products or for negligently inspectingact or omission of willful misconduct or negligence. Without ISURF’s prior written approval, testing Licensee shall not admit the fault of or analyzing create any obligations on any Indemnified Party. Each Indemnified Party has the Productsright to select and retain counsel of its own choosing to defend its interests. B. Licensee agrees to continuously maintain liability insurance coverage appropriate to assure its indemnification and other obligations under this Agreement and that such insurance coverage sufficiently covers the Indemnified Parties. This indemnity Within ninety (90) days after the execution of this Agreement and defense thereafter annually between January 1 and January 31 of each year, Licensee will present evidence to ISURF that the insurance coverage is in addition to the warranty and remedy obligations of Supplierbeing maintained. “Claim” or “Claims” includes claimsIn addition, lawsuits, and liabilities, Licensee shall provide ISURF with at least thirty (30) days prior written notice of property damage any change in or personal injury and losses cancellation of any kind. Snapthe insurance coverage. C. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN NO EVENT SHALL THE INDEMNIFIED PARTIES OR THEIR AGENTS BE LIABLE FOR ANY REASON WHATSOEVER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL, PUNITIVE OR ANY OTHER DAMAGES, INCLUDING TO LICENSEE OR SUBLICENSEE, ANY CUSTOMERS OR DISTRIBUTORS OF LICENSEE OR SUBLICENSEE OR TO ANY END USERS OF PRODUCTS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY RELATED AGREEMENT, OR THE PERFORMANCE OR NON-on or the Distribution Associate mayPERFORMANCE HEREOF OR THEREOF, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable)OR OUT OF THE USE, be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-onPERFORMANCE OR NONPERFORMANCE OF ANY PRODUCT INCLUDING, agentsBUT NOT LIMITED TO LOSS OF USE, divisionsLOSS OF PROFITS, subsidiaries and affiliatesLOSS OF DATA, employeesLOSS OF GOODWILL,THE SUPPLY OF ANY INFORMATION TO LICENSEE PURSUANT TO THIS AGREEMENT OR ANY RELATED AGREEMENT OR OUT OF THE USE OF SUCH INFORMATION, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on AffiliateEVEN IF ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

Indemnification; Insurance. 8.1 Supplier will agrees to and shall indemnify, defend upon request and hold harmless Snap-on Customer, its Affiliates and their respective officers, directors, employees and agents from and against all liabilities, damages, losses, costs and expenses (“Snap-on” as used in including reasonable attorneys’ fees) arising out of claims, suits or proceedings brought by a third party to the extent resulting from any negligent, malfeasant, willful or unlawful conduct by any Supplier Indemnitees or Supplier’s breach of this section refers Agreement. 8.2 Customer agrees to Snap-on Incorporated and shall indemnify, defend and hold harmless Supplier and its subsidiariesAffiliates and their respective officers, directors, employees and agents (collectively, “Supplier Indemnitees”) from and the Distribution Associates, as defined herein, from against any and all Claims liabilities, damages, losses, costs and expenses (including reasonable attorneys’ fees) arising out of claims, suits or proceedings brought by a third party to the extent resulting from (i) resulting from injury any actual or death to alleged defects in the design of any person or damage to any property arising directly or indirectly due to Products not meeting Product and/or the specificationsProduct Specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s productsCustomer breach of this Agreement; (iii) death of or bodily injury to any person, or property damage, on account of, or in relation to, any Product; (iv) any acts, negligent or otherwise, or willful malfeasance on the part of Customer or its employees and/or agents, in connection with Customer’s design, sale, marketing or distribution of Product; and/or (v) any actual claims or alleged infringement or other violation of patent or other proprietary rights arising out of allegations that the design, manufacture, use or sale of Supplier’s products any Product manufactured by Supplier hereunder constitutes or [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. creates an infringement of any United States or non-United States patent, copyright, trademark or other proprietary right or trade secret, be it registered or otherwise, arising under federal, state or other law and/or regulation, except, in each case (except when such violation is due i)-(v), to a design or specification provided to Supplier by Snap-on); or (iv) the extent resulting from any negligent, malfeasant, willful or unlawful conduct by any Supplier Indemnitees or Supplier’s breach of this Agreement. This indemnity and . 8.3 Whenever an indemnified party becomes aware of a claim, suit or proceeding as to which it believes it is entitled to indemnification under this Article, it shall give notice in writing to the indemnifying party, shall permit indemnifying party to assume exclusive control of the defense applies to all Claims, regardless or settlement of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damagesthe matter, and (b) any costs shall provide, at the expense of indemnifying party, all authority, information and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditionsassistance which indemnifying party may reasonably request for purposes of such defense. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate mayAn indemnified party may engage its own counsel, at its sole discretion and at Snap-on or own expense, to monitor the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in defense of any such proceedingsmatter. “Distribution Associates” means SnapIn no event shall the indemnifying party be entitled to settle any of the above-onmentioned claims in a manner that admits liability of the indemnified party or otherwise subjects the indemnified party to any obligations without the indemnified party’s consent, agentswhich shall not be unreasonably withheld, divisions, subsidiaries conditioned or delayed. 8.4 The obligations of indemnification and affiliates, employees, insurers, successors and assigns, dealers and franchisees cooperation under this Article 8 shall survive the termination of Snap-on or this Agreement for any Snap-on Affiliatereason.

Indemnification; Insurance. Supplier will From and after the Effective Date, the Company shall indemnify, defend upon request hold harmless, defend, pay and hold harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiaries) and reimburse the Distribution Associates, as defined herein, from Executive against any and all Claims losses, claims, damages or liabilities, including reasonable legal fees or other expenses incurred in investigating or defending against such losses, claims, damages or liabilities, and any amounts expended in settlement of any claims brought by a third party(ies) (collectively, “Liabilities”) (for the purposes of this Section 16, any claims by any entity that is controlled by the Company are not third-party claims) to which the Executive may become subject by reason of: (i) resulting from injury any act or death omission or alleged act or omission performed or omitted to be performed by the Executive on behalf of the Company or any person Affiliate or damage to any property arising directly or indirectly due to Products not meeting otherwise in connection with the specificationsbusiness of the Company; (ii) asserted the fact that the Executive is or was acting in connection with the business of the Company or its investment activities as a partner, member, shareholder, director, officer, employee or agent of the Company, or any governmental proceeding of its affiliates, or action with respect to that the Supplier’s productsExecutive is or was serving at the request of the Company as a partner, member, director, officer, employee or agent thereof; or (iii) on account of any actual other act or omission or alleged infringement act or other violation of patent or other proprietary rights omission arising out of or in connection with the manufactureCompany or its business, use to the extent not reimbursed by insurance or sale other coverage of Suppliersuch other enterprise, if, in each case: (x) the Executive acted in good faith and in a manner believed by him to be in, or not opposed to, the best interests of the Company; (y) the Executive’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claimsconduct did not constitute fraud, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, gross negligence or willful misconduct; and (z) the event, facts or circumstances giving rise to such Liabilities occurred on or after the Effective Date. The Company shall promptly reimburse (and/or advance to the extent reasonably requested) the Executive for reasonable legal or other expenses (as incurred) of the Executive in connection with investigating, preparing to defend or defending any claim, lawsuit or other tort proceeding relating to any Liabilities for which the Executive may be indemnified pursuant to this Section 16; provided that (x) if it is adjudicated by final determination (of a court or theory arbitrator, as applicable) that the Executive is not entitled to the indemnification provided by this Section 16, then the Executive shall promptly reimburse the Company for any reimbursed or advanced expenses. The Company shall use commercially reasonable efforts to cause the Executive to be named as an additional insured in the director’s and officers’ liability insurance that is maintained by the Company for the general benefit of liabilityofficers and directors of the Company and its affiliates. It includes indemnity for (a) all damages If the Executive recovers any amounts in respect of any kindLiabilities from any insurance policy, including punitive or exemplary damagesthen the Executive shall, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations extent that such recovery is duplicative, reimburse the Company for any amounts previously paid to him by the Company in respect of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on AffiliateLiabilities.

Indemnification; Insurance. Supplier will indemnifya. Licensee shall defend , defend upon request hold free, safe and hold harmless Snap-on and indemnify Licensor and Artist, and their respective affiliates, owners, directors, officers, members, employees , heirs, representatives , advisors and agents (“Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiariescollectively, "Licensor Parties") and the Distribution Associatesagainst, as defined herein, from any and all Claims claims, demands, disputes, causes of action or damages, including reasonable outside accountants ' and attorneys ' fees (collectively , "Claims"), arising out of, relating to or referring to: (i) resulting from injury any act or death to omission of Licensee or any person or damage any other entity acting on Licensee's behalf or through Licensee or authorized by Licensee (whether or not approved by Licensor pursuant to any property arising directly or indirectly due to Products not meeting the specifications; this Agreement) (a "Third Party Contributor"), (ii) asserted in any governmental proceeding breach of this Agreement by Licensee , any Third Party Contributor, any conventional retailer, or action with respect any other entity acting on Licensee 's behalf (whether or not approved by Licensor pursuant to the Supplier’s products; this Agreement) , (iii) on account the manufacture , distribution, advertisement , promotion , sale, possession or use of any actual Product (including, but not limited to, claims relating to (w) any defect (whether obvious or alleged infringement hidden and whether or not present in any sample approved by Licensor) in a Product or in any packaging or other violation materials (including advertising materials), (x) any alleged injuries to persons or property, (y) any infringement by Licensee of patent any rights of any other person or entity (provided that claims that the name "Xxxxxxx Xxxxxx" as part of the Trademark infringes on a trademark or other proprietary intellectual property rights arising shall not be indemnified by Licensee and shall be covered by Section 1S(c)) or (z) the failure by Licensee to comply with applicable laws, regulations, standard s (including but not limited to those set out of the manufacturein Section 13(b), use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting any claim that any Product or any element thereof (other than the name "Xxxxxxx Xxxxxx" as part of the Trademark that has been approved for u se by Licensor) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress and rights of publicity and privacy) of a third party, provided Licensee is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim, and provided, however, that the failure of Licensee to be notified shall not relieve Licensee of its obligation hereunder to the extent such failure does not result in actual and material prejudice to Licensee. In any instance to which the foregoing indemnities pertain, Licensor shall reasonably cooperate with and assist Licensee in connection with any such defense. Licensee shall reimburse Licensor Parties for all reasonable out-of- pocket costs actually incurred by Licensor Parties in connection with such cooperation and assistance. If in good faith reasonable business judgment Licensor deems it advisable to take control of the claim, Licensor can at its election take control over representation without waiving any rights to all or part of indemnificati on rights to payment of reasonable legal fees and costs. In any instance to which such indemnities pertain, Licensee shall keep Licensor fully advised of all developments pertaining to such Claim and shall not enter into a settlement of such Claim or admit liability or fault without Licensor 's prior written approval, unless such settlement includes an unconditional release of Licensor and Artist and does not include any obligation or restriction on either of them. b. Licensee shall, throughout the Term of this Agreement and any Sell-Off Period and for at least two (2) years thereafter, obtain and maintain at its own cost and expense from Supplier’s breach a qualified insurance company acceptable to Licensor a general liability insurance policy including, without limitation, coverage for products liability and personal injury , naming each of Licensor and Artist as additional named insured. Such policy shall provide adequate protection with a limit of liability (in addition to costs of defense) of not less than Two Million Dollars ($2,000,000.00) per occurrence and Four Million Dollars ($4,000,000.00) in the aggregate, insuring, without limitation, against any and all claims, demands and causes of action arising out of any defects or failure to perform , alleged or otherwise, of Products or any material used in connection therewith or any use thereof. A certificate of insurance evidencing such coverage shall be furnished to Licensor within ten ( 10) days of the full execution of this Agreement. This indemnity The insurance described in this Section is understood to be primary and defense applies is not subject to all Claims, regardless contribution by any other insurance which may be available to Licensor. Such insurance policy shall provide that the insurer shall not terminate or materially modify such policy or remove any of nature and designation, whether based on Licensor or Artist as additional insureds without prior written notice to Licensor at least thirty (30) days in advance thereof . Failure to timely obtain insurance shall be considered a material breach of contractthis Agreement and shall give Licensor the right to terminate the Agreement on written notice to Licensee, if Licensee has failed to cure such breach within ten (10) days of Licensee's receipt of written notice thereof. c. Licensor shall be solely responsibl e for, and shall defend, hold harmless and indemnify Licensee, its directors, officers, employees and agents (collectively "Licensee Parties") against any third party Claims arising out of an allegation relating to or referring to the use of the name "Xxxxxxx Xxxxxx" as part of the Trademark as provided by Licensor in accordance with the terms of this Agreement violates or infringes upon the trademark , copyright or other intellectual property rights (including trade dress) of a third party in or to the Product, provided Licensor is given prompt written notice thereof and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, Licensee shall cooperate fully with and assist Licensor in all respects in connection with any such defense. Licensor shall reimburse Licensee for all reasonable out-of-pocket expenses actually incurred by Licensee Parties in connection with such cooperation and assistance. In any instance to which such indemnities pertain, Licensor shall not enter into a settlement of such third party Claim or admit liability or fault without Licensee's prior written approval , unless such settlement includes an unconditional release of Licensee. Notwithstanding anything to the contrary contained herein, Licensor shall not be required to protect, indemnify or hold Licensee Parties harmless against, or be liable to Licensee Parties for, any liabilities, losses, expenses or damages which may be suffered or incurred by Licensee Parties as a result of any infringement or allegation thereof by any other person, firm or corporation, other than by reason of Licensor's breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, the representations made and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateassumed herein.

Indemnification; Insurance. Supplier 9. 1Indemnification by Pfizer. Pfizer will indemnify, defend upon request and hold harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated and defend Voyager and its subsidiaries) Affiliates, and the Distribution Associatesits or their respective directors, as defined hereinofficers, employees, agents, consultants and Representatives (each a “Voyager Indemnified Party”), from and against any and all Claims (i) resulting from injury or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufactureliabilities, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any losses, costs and expenses, including attorney’s feesthe reasonable fees of attorneys (collectively, incurred by Snap-on “Losses”) that the Voyager Indemnified Party may be required to pay to one or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition more Third Parties to the warranty and remedy obligations extent arising out of Supplier. “Claim” or “Claims” includes resulting from any Third Party suits, claims, lawsuitsactions, and liabilitiesproceedings, notice hearings, investigations, judgments, orders, decrees, stipulations, or injunctions or demands (“Third Party Claims”) arising out of or resulting from: 9.1. 1the gross negligence, recklessness or wrongful intentional acts or omissions of Pfizer or any of its Affiliates or Sublicensees, or its or their respective directors, officers, employees, agents, consultants or Representatives, in connection with performance by or on behalf of Pfizer or exercise of Pfizer’s rights under this Agreement; 9.1. 2any material breach of this Agreement, including any representation, warranty, or covenant, by Pfizer; or 9.1. 3the Exploitation of any Licensed Product conducted by or on behalf of Pfizer, any of its Affiliates or any Sublicensee hereunder, including: (a) any product liability, personal injury, property damage or personal injury other damage; and losses (b) infringement of any kind. Snap-on Patent or other intellectual property right of any Third Party; except, in each case, to the Distribution Associate mayextent such Losses arise from (x) the negligence, at its sole discretion and at Snap-on recklessness, or the Distribution Associate’s own expense intentional acts of any Voyager Indemnified Party, or (as applicable), be represented by and actively participate through its own counsel in y) any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on AffiliateThird Party Claim for which Voyager is responsible for indemnifying Pfizer pursuant to Section 9.2.

Indemnification; Insurance. Supplier will indemnify(A) From and after the Effective Time, defend upon request HNC shall indemnify and hold harmless Snap-on each present and former director, officer, employee and agent of WFB or a Subsidiary of WFB, as applicable, determined as of the Effective Time, other than former directors under criminal indictment or current criminal proceedings as of the date of this Agreement, (the “Indemnified Parties”) against any costs or expenses (including reasonable attorneys’ fees), amounts paid in settlement as provided below, judgments, fines, losses, claims, damages or liabilities incurred in connection with any claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, arising out of matters existing or occurring at or prior to the Effective Time, whether asserted or claimed prior to, at or after the Effective Time, arising in whole or in part out of or pertaining to the fact that he or she is or was a director, officer or employee of WFB or, while a director, officer or employee of WFB, is or was serving at the request of WFB as a director, officer, employee or agent of another corporation, association, partnership, joint venture, trust or other enterprise to the fullest extent which such Indemnified Parties would be entitled under the BCL and HNC’s articles of incorporation and bylaws (which right to indemnification shall include the advancement of reasonable attorneys’ fees and expenses in advance of the final disposition of any claim, action, suit, proceeding or investigation upon receipt from an Indemnified Party of any required undertaking). (B) Prior to the Effective Date, HNC shall use its reasonable best efforts (and WFB shall cooperate and assist prior to the Effective Date in these efforts), at no expense to the beneficiaries, to: (1) maintain directors’ and officers’ liability insurance (“SnapD&O Insurance”) for the Indemnified Parties with respect to matters occurring at or prior to the Effective Time, issued by a carrier assigned a claims-onpaying ability rating by A.M. Best & Co. of “A (Excellent)” or higher; or (2) obtain coverage for Prior Acts for the Indemnified Parties under a directors’ and officers’ tail liability insurance policy; effective at the Effective Time, in either case, providing at least the same coverage as used the D&O Insurance currently maintained by WFB and containing terms and conditions which are no less favorable to the beneficiaries, for a six-year period after the Effective Date; provided, that HNC shall not be obligated to make annual premium payments for such six-year period in this section refers respect of the D&O Insurance which exceed, for the portion related to Snap-on Incorporated WFB’s directors and its subsidiaries) and officers, 200% of the Distribution Associatesannual premium payment, as defined hereinof December 31, from 2007, under WFB’s current policy in effect on the date of this Agreement (the “Maximum Amount”). If the amount of the premiums necessary to maintain or procure such insurance coverage exceeds the Maximum Amount, HNC shall use its reasonable best efforts to maintain the most advantageous policies of directors’ and officers’ liability insurance obtainable for a premium equal to the Maximum Amount. (C) Any Indemnified Party wishing to claim indemnification under Section 5.08(c)(v)(C), upon learning of any and all Claims such claim, action, suit, proceeding or investigation, shall promptly notify HNC. In the event of any such claim, action, suit, proceeding or investigation, whether arising before or after the Effective Time, (i) resulting from injury HNC shall have the right to assume the defense thereof and shall not be liable to such Indemnified Party for any legal expenses of other counsel or death any other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof, except that if HNC elects not to assume such defense or counsel for the Indemnified Party and advises the Indemnified Party that there are issues that raise conflicts of interest between HNC and the Indemnified Party, the Indemnified Party may retain counsel which is reasonably satisfactory to HNC, and HNC shall pay, promptly as statements therefore are received, the reasonable fees and expenses of such counsel for the Indemnified Party, which may not exceed one firm in any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; jurisdiction, (ii) asserted the Indemnified Party will cooperate in the defense of any governmental proceeding or action with respect to the Supplier’s products; such matter, (iii) on account of HNC shall not be liable for any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or settlement effected without its prior written consent which shall not be unreasonably withheld and (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence HNC shall have no obligation hereunder in the event that a federal or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on state banking agency or a Distribution Associate while assisting court of competent jurisdiction shall determine that indemnification of an Indemnified Party in or presenting any defense or investigating or re-mediating any conditions. It also includes but the manner contemplated hereby is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity prohibited by applicable laws and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateregulations.

Indemnification; Insurance. Supplier will indemnify10.1 Company shall hold harmless and indemnify Mayo, defend upon request its trustees, directors, officers, employees, agents and the successor and assigns of any of the foregoing (collectively, the "Indemnitees"), and hold each Indemnitee harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated from and its subsidiaries) and the Distribution Associates, as defined herein, from against any and all Claims (i) losses, costs, expenses, damages and liabilities resulting from injury claims, actions, demands, judgments, suits or death to proceedings brought by third parties (including, without limitation, reasonable attorneys' fees and other expenses of litigation) (any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufactureforegoing, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on"Claim"); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designationthe legal theory asserted, whether based on breach of contractagainst any Indemnitee, breach of warranty, strict liability, product liability, negligence arising from or any other tort or theory of liability. It includes indemnity for occurring as a result of: (a) all damages the exercise or practice by Company or its Affiliates or Sublicensees of any kind, including punitive or exemplary damagesthe rights and licenses granted under this Agreement, and (b) the research, development, design, manufacture, distribution, use, sale, importation, exportation or other disposition of Licensed Products by Company or its Affiliates or Sublicensees; except and to the extent that such Claim(s) arise from or are related to a breach by Mayo of any costs and expenses, including attorney’s fees, incurred by Snap-on of its representations or a Distribution Associate while assisting warranties in or presenting any defense or investigating or re-mediating any conditionsSection 12.1. It also includes but is not limited Any Indemnitee that intends to claim indemnification under this Article 10 shall: (i) promptly notify Company in writing of any Claim that Snap-on was at fault or not inspecting or testing with respect to which the Products or not analyzing the design or make up Indemnitee intends to claim such indemnification, (ii) give Company sole control of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuitsand/or settlement thereof, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may(iii) provide Company, at Company's expense, with reasonable assistance and full information reasonably available to Mayo with respect to such Claim. Company shall not settle any claim, suit or proceeding subject to this Article 10 or otherwise consent to an adverse judgment in such claim, suit or proceeding if the same materially diminishes the rights or interests of the Indemnitee without the express written consent of the Indemnitee. Notwithstanding the foregoing, Company shall have no obligations for any Claim if the Indemnitee seeking indemnification makes any admission, settlement or other communication regarding such Claim (unless made truthfully under a circumstance that legally requires such act by Mayo, in which case Mayo shall use its sole discretion and at Snap-on or best efforts to inform Company of such of its intent to make such admission prior to making it) without the Distribution Associate’s own expense (as applicable)prior written consent of Company, which consent shall not be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliate.unreasonably withheld

Indemnification; Insurance. Supplier will indemnify, defend upon request (a) The Company shall indemnify and hold harmless Snap-on each of WIC, its affiliates, and their respective directors, officers, partners, members, controlling persons (“Snap-on” within the meaning of Section 15 of the Securities Act of 1933 or Section 20(a) of the Securities Exchange Act of 1934), if any, agents and employees (collectively referred to as used in this section refers to Snap-on Incorporated "Indemnified Persons" and its subsidiariesindividually as an "Indemnified Person") from and the Distribution Associates, as defined herein, from against any and all Claims claims, liabilities, losses, damages and expenses incurred by any Indemnified Person (excluding those resulting from the gross negligence or willful misconduct of the Indemnified Person) and fees and disbursements of the respective Indemnified Person's counsel) which (i) resulting from injury are related to or death arise out of (A) actions taken or omitted to be taken (including any person untrue statements made or damage any statements omitted to be made) by the Company or any property arising directly of its subsidiaries or indirectly due (B) actions taken or omitted to Products not meeting be taken by an Indemnified Person with the specifications; Company's or any of its subsidiaries' consent or in conformity with the Company's or any such subsidiaries' instructions or the Company's or any such subsidiaries' actions or omissions or (ii) asserted in any governmental proceeding are otherwise related to or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising arise out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damagesWIC's engagement hereunder, and (b) any will reimburse each Indemnified Person for all costs and expenses, including attorney’s feesfees of any Indemnified Person's counsel, as they are incurred, in connection with investigating, preparing for, defending, or appealing any action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arising out of or in connection with WIC's acting pursuant to the engagement hereunder, whether or not any Indemnified Person is named as a party thereto and whether or not any liability results therefrom. The Company will not however, be responsible for any claims, liabilities, losses, damages, or expenses pursuant to clause (ii) of the preceding sentence that have resulted primarily from WIC's gross negligence or willful misconduct. The Company also agrees that neither WIC nor any other Indemnified Person shall have any liability to the Company or any of its subsidiaries for or in connection with such engagement except for any claims, liabilities, losses, damages, or expenses incurred by Snap-on the Company or a Distribution Associate while assisting any such subsidiary to the extent the same have resulted from WIC's gross negligence or willful misconduct. The Company further agrees that it will not, and the Company will cause its subsidiaries to not, without the prior written consent of WIC, settle or compromise or consent to the entry of any judgment in any pending or presenting any defense threatened claim, action, suit or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault proceeding in respect of which indemnification may be sought hereunder (whether or not inspecting any Indemnified Person is an actual or testing the Products potential party to such claim, action, suit or not analyzing the design proceeding) unless such settlement, compromise or make up consent includes an unconditional release of the Products WIC and each other Indemnified Person hereunder from all liability arising out of such claim, action, suit or for negligently inspecting, testing or analyzing the Productsproceeding. This The foregoing right to indemnity and defense is shall be in addition to any rights that WIC and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the warranty and remedy obligations completion or any termination of Supplierthe engagement. “Claim” or “Claims” includes claims, lawsuitsThe Company hereby consents, and liabilitiesshall cause its subsidiaries to consent, notice to personal jurisdiction and to service and venue in any court in which any claim which is subject to this agreement is brought against WIC or any other Indemnified Person. It is understood that, in connection with WIC's engagement, WIC may also be engaged to act for the Company or any of property damage its subsidiaries in one or personal injury more additional capacities, and losses that the terms of this engagement or any such additional engagement may be embodied in one or more separate written agreements. Unless such additional engagement is undertaken with respect to a matter that is the subject of another written agreement that contains a specific provision(s) dealing with indemnification of WIC, this indemnification shall apply to the engagement specified in Section 1 hereof as well as to any such additional engagement(s) and any modification of said engagement or such additional engagement(s) and shall remain in full force and effect following the completion or termination of said engagement or such additional engagements. (b) At the inception of any kind. Snap-on individual's service as a member of the Board of Directors of the Company (or its Executive Committee) or as the Distribution Associate may, at its sole discretion and at Snap-on Chief Executive Officer or Chief Financial Officer of the Distribution Associate’s own expense (as applicableCompany pursuant to Section 3(a), 3(b) or 3(c) hereof, the Company shall enter into an Indemnification Agreement with such individual in substantially the form and substance the same as agreements then providing indemnification for other members of the Company's Board of Directors. (c) The Company shall purchase and maintain insurance on behalf of any individual serving as a member of the Board of Directors of the Company (or its Executive Committee) or as the Chief Executive Officer or Chief Financial Officer of the Company pursuant to Sections 3(a), (b) or (c) hereof against any liability that may be represented asserted against or expense that may be incurred by such individual in connection with the Company's activities. Such insurance shall be of a nature and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-onamount that is consistent with other, agentssimilar publicly traded companies, divisionsand shall be at least as extensive as that purchased on behalf of the Company's other officers and directors, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateif applicable.

Indemnification; Insurance. Supplier will indemnify, defend upon request (a) The Company shall indemnify and hold harmless Snap-on each of WIC, its affiliates, and their respective directors, officers, partners, members, controlling persons (“Snap-on” within the meaning of Section 15 of the Securities Act of 1933 or Section 20(a) of the Securities Act of 1934), if any, agents and employees (collectively referred to as used in this section refers to Snap-on Incorporated "Indemnified Persons" and its subsidiariesindividually as an "Indemnified Person") from and the Distribution Associates, as defined herein, from against any and all Claims claims, liabilities, losses, damages and expenses incurred by any Indemnified Person (excluding those resulting from the gross negligence or willful misconduct of the Indemnified Person) and fees and disbursements of the respective Indemnified Person's counsel) which (i) resulting from injury are related to or death arise out of (A) actions taken or omitted to be taken (including any person untrue statements made or damage any statements omitted to be made) by the Company or any property arising directly of its subsidiaries or indirectly due (B) actions taken or omitted to Products not meeting be taken by an Indemnified Person with the specifications; Company's or any of its subsidiaries' consent or in conformity with the Company's or any such subsidiaries' instructions or the Company's or any such subsidiaries' actions or omissions or (ii) asserted in any governmental proceeding are otherwise related to or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising arise out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damagesWIC's engagement hereunder, and (b) any will reimburse each Indemnified Person for all costs and expenses, including attorney’s feesfees of any Indemnified Person's counsel, as they are incurred, in connection with investigating, preparing for, defending, or appealing any action, formal or informal claim, investigation, inquiry or other proceeding, whether or not in connection with pending or threatened litigation, caused by or arising out of or in connection with WIC's acting pursuant to the engagement hereunder, whether or not any Indemnified Person is named as a party thereto and whether or not any liability results therefrom. The Company will not however, be responsible for any claims, liabilities, losses, damages, or expenses pursuant to clause (ii) of the preceding sentence that have resulted primarily from WIC's gross negligence or willful misconduct. The Company also agrees that neither WIC nor any other Indemnified Person shall have any liability to the Company or any of its subsidiaries for or in connection with such engagement except for any claims, liabilities, losses, damages, or expenses incurred by Snap-on the company or a Distribution Associate while assisting any such subsidiary to the extent the same have resulted from WIC's gross negligence or wilful misconduct. The Company further agrees that it will not, and the Company will cause its subsidiaries to not, without the prior written consent of WIC, settle or compromise or consent to the entry of any judgement in any pending or presenting any defense threatened claim, action, suit or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault proceeding in respect of which indemnification may be sought hereunder (whether or not inspecting any Indemnified Person is an actual or testing the Products potential party to such claim, action, suit or not analyzing the design proceeding) unless such settlement, compromise or make up consent includes an unconditional release of the Products WIC and each other Indemnified Person hereunder from all liability arising out of such claim, action, suit or for negligently inspecting, testing or analyzing the Productsproceeding. This The foregoing right to indemnity and defense is shall be in addition to any rights that WIC and/or any other Indemnified Person may have at common law or otherwise and shall remain in full force and effect following the warranty and remedy obligations completion or any termination of Supplierthe engagement. “Claim” or “Claims” includes claims, lawsuitsThe Company hereby consents, and liabilitiesshall cause its subsidiaries to consent, notice to personal jurisdiction and to serve and venue in any court in which any claim which is subject to this agreement is bought against WIC or any other Indemnified Person. It is understood that, in connection with WIC's engagement, WIC may also be engaged to act for the Company or any of property damage its subsidiaries in one or personal injury more additional capacities, and losses that the terms of this engagement or any such additional engagement may be embodied in one or more separate written agreements. Unless such additional engagement is undertaken with respect to a matter that is the subject of another written agreement that contains a specific provision(s) dealing with indemnification of WIC, this indemnification shall apply to the engagement specified in Section 1 hereof as well as to any such additional engagement(s) and any modification of said engagement or such additional engagement(s) and shall remain in full force and effect following the completion or termination of said engagement or such additional engagements. (b) At the inception of any kind. Snap-on individual's service as a member of the Board of Directors of the Company (or its Executive Committee) or as the Distribution Associate may, at its sole discretion and at Snap-on Chief Executive Officer or Chief Financial Officer of the Distribution Associate’s own expense (as applicableCompany pursuant to Section 3(a), 3(b) or 3(c) hereof, the Company shall enter into an Indemnification Agreement with such individual in substantially the form and substance the same as agreements then providing indemnification for other members of the Company's Board of Directors. (c) The Company shall purchase and maintain insurance on behalf of any individual serving as a member of the Board of Directors of the Company (or its Executive Committee) or as the Chief Executive Officer or Chief Financial Officer of the Company pursuant to Sections 3(a), (b) or (c) hereof against any liability that may be represented asserted against or expense that may be incurred by such individual in connection with the Company's activities. Such insurance shall be of a nature and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-onamount that is consistent with other, agentssimilar publicly traded companies, divisionsand shall be at least as extensive as that purchased on behalf of the Company's other officers and directors, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateif applicable.

Indemnification; Insurance. Supplier will indemnifya) To the greatest extent allowed by Texas Law, defend upon request the District shall indemnify and hold harmless Snap-on SIC, its affiliates, subsidiaries, trustees, directors, officers, agents, servants, and employees (each, an “Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates, as defined hereinIndemnitee”), from and against any and all Claims damages, claims, liability, losses and expenses incurred by any Indemnitee in respect of, arising out of, or involving, a claim made by any third- party against any Indemnitee resulting from or arising in connection with any advice, guidance, act or omission on the part of the District, its trustees, directors, officers, directors, agents, servants or employees, whether in connection with the services or support functions to be provided under this Agreement or activities undertaken by the District on behalf of other schools, excluding, however, any liability resulting from or arising in connection with (i) resulting from injury actions taken by the District at the express request or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; direction of SIC, (ii) asserted any advice, guidance, acts or omissions by the District premised on a misrepresentation or failure to disclose information when under an obligation to do so by the person or entity seeking indemnification, or (iii) any liability to the extent arising as a result of negligence, intentional tort, fraud or criminal conduct on the part of SIC or any of its trustees, officers, agents, or employees. b) If a third party claim is made against an Indemnitee, that does not include a claim for liability resulting from or arising in connection with (i) actions taken by the District at the express request or direction of SIC, (ii) any advice, guidance, acts or omissions by the District premised on a misrepresentation or failure to disclose information when under an obligation to do so by the person or entity seeking indemnification, or (iii) any liability to the extent arising as a result of negligence, intentional tort, fraud or criminal conduct on the part of SIC or any of its trustees, officers, agents or employees, then such Indemnitee shall give written notice to the District of such claim as soon as reasonably practicable after such Indemnitee has received notice thereof (provided that failure to give timely notice shall not limit the indemnification obligations of the District hereunder except to the extent that the delay in giving, or failure to give, such notice has materially prejudiced the ability of the District to defend the claim). The District shall defend such claim, at the District’s own expense or through its insurance as applicable and with counsel selected by the District and reasonably satisfactory to such Indemnitee, provided that an Indemnitee shall at all times also have the right to fully participate in the defense at its own expense unless the Indemnitee and the District reasonably determine that representation of Indemnitee and the District by the same counsel would materially prejudice the interest of District or the Indemnitee; provided that the District will only be responsible under such circumstances for the expenses of a single additional counsel for all Indemnitees). If the District shall fail to commence a defense against such claim within thirty (30) days after notice thereof shall have been given by an Indemnitee to the District or if the District shall not diligently pursue such defense, such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim on behalf, for the account, and at the risk and expense (including the payment of reasonable attorneys’ fees of such Indemnitee regardless of whether the Indemnitee prevails against the third party claim) of the District. If the District assumes the defense of such claim, the obligation of the District hereunder as to such claim shall include taking all reasonably necessary steps in the defense of such claim. c) The District shall not consent to the entry of any judgment or settle or compromise any third party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the District and for which Indemnitee has not been fully released unless it shall have given such Indemnitee not less than fifteen (15) days’ prior written notice of the proposed consent, settlement or compromise, and afforded such Indemnitee an opportunity to consult with the District regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a proposed consent, settlement or compromise. In determining whether to give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof the giving by the claimant to such Indemnitee of a release from all liabilities and obligations of whatever kind or nature in respect of such claim except the liabilities and obligations satisfied by the District. If the Indemnitee unreasonably withholds its approval of a proposed consent settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise that provides the Indemnitee with a release from all liabilities and obligations of whatever kind or nature in respect of such claim except the liabilities and obligations satisfied by the District, Indemnitee shall continue its defense at its own cost and the District is not required to provide any additional amounts above the proposed consent settlement or compromise in any governmental proceeding subsequent consent, settlement, judgment or action compromise negotiated by Indemnitee. d) The rights to indemnification and reimbursement provided by, or granted pursuant to, this Section shall continue as to an Indemnitee who has ceased to be a trustee, director, officer, agent, servant or employee of SIC (or any other person indemnified hereunder) but only for claims based upon events that occurred while the Indemnitee was a trustee, director, officer, agent, servant or employee of SIC. The provisions of this Section shall be a contract between the District, on the one hand, and each Indemnitee who served at any time while this Section is in effect in any capacity entitling such Indemnitee to indemnification hereunder, on the other hand, pursuant to which the District and each such Indemnitee intend to be legally bound. No repeal or modification of this Section 16 shall affect any rights or obligations with respect to the Supplier’s products; (iii) on account any state of any actual facts then or alleged infringement theretofore existing or other violation of patent or other proprietary rights thereafter arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort action, suit or theory proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliatefacts.

Indemnification; Insurance. Supplier will indemnify13.1 Customer shall defend, defend upon request indemnify and hold harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated Evonik, its Affiliates, and its subsidiaries) their respective directors, officers, employees, principals, agents and the Distribution Associates, as defined herein, assigns from and against any and all Claims losses, claims, penalties, actions, damages, liabilities, costs and expenses incident thereto (including reasonable legal counsel fees and expenses) (the “Losses”) which Evonik may hereafter incur, become responsible for or pay out relating to, as a direct result of any Third Party claim based upon or arising out of (a) Customer’s breach of any of its representations, warranties, covenants or obligations under this Agreement; (b) any infringement or misappropriation of the intellectual property rights of any Third Party relating to any acts of Customer or the use of the Research Samples, Product or Evonik Background IP in a manner inconsistent with the use for which such Research Samples or Product were developed; (c) the negligence or intentional misconduct of Customer, any of its agents, representatives, employees, subcontractors, customers, or any Third Party acting, in each case, on Customer’s behalf in the performance of the Project; and/or (d) Customer’s development, manufacture, use, import or export, sale or other disposition of Product or any product incorporating the Research Samples, provided that Customer shall not have any obligation under this Article 13.1 to the extent any Loss results directly from (i) resulting from injury the breach of any of Evonik’s representations, warranties, covenants or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specificationsobligations under this Agreement; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products***; (iii) on account the negligence or intentional misconduct of Evonik, its Affiliates, any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufactureforegoing’s agents, use representatives, employees, subcontractors, or sale customers, or any Third Party acting on Evonik’s behalf in, in each case, the performance of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on)the Project; or (iv) resulting ***. 13.2 Evonik shall defend, indemnify and hold harmless Customer, its Affiliates, and their respective directors, officers, employees, principals, licensees (with respect to Product), agents and assigns from Supplier’s breach and against any and all Losses which any of this Agreement. This indemnity and defense applies to all Claimsthe foregoing may hereafter incur, regardless become responsible for or pay out relating to, as a direct result of nature and designation, whether any Third Party claim based on breach upon or arising out of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages breach of any kindof Evonik’s representations, including punitive warranties, covenants or exemplary damages, and obligations under this Agreement; (b) ***; (c) the gross negligence or intentional misconduct of Evonik, its Affiliates, any costs and expensesof either of the foregoing’s agents, including attorneyrepresentatives, employees, or subcontractors, or any Third Party acting on Evonik’s feesbehalf in, incurred by Snap-on in each case, the performance of the Project; or a Distribution Associate while assisting in ***, provided that Evonik shall not have any obligation under this Article 13.2 to the extent any Loss results directly from (i) the breach of any of Customer’s representations, warranties, covenants or presenting obligations under this Agreement; (ii) any defense infringement or investigating or re-mediating misappropriation of the intellectual property rights of any conditions. It also includes but is not limited Third Party relating to any Claim that Snap-on was at fault Customer Background IP or not inspecting Customer Foreground IP; or testing (iii) the Products negligence or not analyzing the design or make up intentional misconduct of Customer, its Affiliates, any of the Products foregoing’s agents, representatives, employees, subcontractors, customers, or for negligently inspectingany Third Party acting on Customer’s behalf in, testing or analyzing in each case, the Products. This indemnity and defense is in addition to performance of the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate mayProject. 13.3 Each party shall, at its sole discretion cost and at Snap-on expense, procure and maintain in full force during the entire Term of this Agreement the following types of insurance in the minimum amounts set forth below with insurance carriers having a rating of A (or better) as to financial strength by the Distribution Associatelatest edition of A. M. Best & Co: (a) Workers’ compensation insurance in accordance with the laws of the state(s) of operations covering all Customer’s own expense (as applicable)employees, subcontractors, or their employees who may be represented by and actively participate through its own counsel engaged directly or indirectly in any work hereunder; employer’s liability insurance coverage in the amount of *** for its employees; and (b) Comprehensive general liability insurance including Customer’s completed operations, covering bodily injuries and property damage with combined single limits of *** each occurrence and *** aggregate. Upon written request of the other Party, a Party shall furnish to the other Party a copy of the certificate of insurance evidencing such proceedingscoverages referred herein. “Distribution Associates” means Snap-onNo policy provided hereunder shall be cancelled nor materially reduced in coverage without *** days’ written notice to the other Party. All stated insurance policies, agentswhere applicable, divisions, subsidiaries will designate the other Party as additional insured. Each Party shall cause its applicable insurers to waive all rights of subrogation against the other Party. The waiver of subrogation clause and affiliates, employees, insurers, successors and assigns, dealers and franchisees additional insured wording must be stated explicitly on the face of Snap-on or any Snap-on Affiliatethe certificate of insurance.

Indemnification; Insurance. Supplier 9. 1Indemnification by Novartis. Novartis will indemnify, defend upon request and hold harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated and defend Voyager and its subsidiaries) Affiliates, and the Distribution Associatesits or their respective directors, as defined hereinofficers, employees, agents, consultants and Representatives (each a “Voyager Indemnified Party”), from and against any and ​ ​ ​ all Claims (i) resulting from injury or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufactureliabilities, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any losses, costs and expenses, including attorney’s feesthe reasonable fees of attorneys (collectively, incurred by Snap-on “Losses”) that the Voyager Indemnified Party may be required to pay to one or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition more Third Parties to the warranty and remedy obligations extent arising out of Supplier. “Claim” or “Claims” includes resulting from any Third Party suits, claims, lawsuitsactions, and liabilitiesproceedings, notice hearings, investigations, judgments, orders, decrees, stipulations, or injunctions or demands (“Third Party Claims”) arising out of or resulting from: 9.1. 1the gross negligence, recklessness or wrongful intentional acts or omissions of Novartis or any of its Affiliates or Sublicensees, or its or their respective directors, officers, employees, agents, consultants or Representatives, in connection with performance by or on behalf of Novartis or exercise of Novartis’s rights under this Agreement; 9.1. 2any material breach of this Agreement, including any representation, warranty, or covenant, by Novartis; or 9.1. 3the Exploitation of any Licensed Product conducted by or on behalf of Novartis, any of its Affiliates or any Sublicensee hereunder, including: (a) any product liability, personal injury, property damage or personal injury other damage; and losses (b) infringement of any kind. Snap-on Patent or other intellectual property right of any Third Party; except, in each case, to the Distribution Associate mayextent such Losses arise from (x) the negligence, at its sole discretion and at Snap-on recklessness, or the Distribution Associate’s own expense intentional acts of any Voyager Indemnified Party, or (as applicable), be represented by and actively participate through its own counsel in y) any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on AffiliateThird Party Claim for which Voyager is responsible for indemnifying Novartis pursuant to Section 9.2.

Indemnification; Insurance. Supplier will indemnify(a) The Company, defend upon to the extent and in a manner permitted by Delaware law as in effect from time to time, shall indemnify any Indemnitee (including the heirs, executors, administrators or estate of any, such Indemnitee) who was or is made a party to or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (including any appeal thereof), whether civil, criminal, administrative, regulatory or investigative in nature, (other than an action or suit by or in the right of the corporation to procure a judgment in its favor) by reason of the fact that such person is or was an Indemnitee, or is or was serving at the request of the Company as a manager, officer, authorized signatory, director, shareholder, member, partner, trustee, fiduciary, employee or agent (a “Subsidiary Officer”) of another corporation, limited liability company, partnership, joint venture, trust, employee or agent of another corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (an “Associated Entity”), against expenses (including attorneys’ fees and hold harmless Snap-on disbursements), costs, judgments, fines, penalties and amounts paid in settlement actually and reasonably incurred (“SnapLosses”) by such Indemnitee in connection with, and shall advance expenses incurred by such person in advance of the final disposition of, such action, suit or proceeding, unless it is proven in a court with appropriate jurisdiction in a final, non-on” as used appealable judgment that such Indemnitee is liable in respect of the Losses referred to in this section refers subparagraph and such Indemnitee’s conduct constituted bad faith, fraud or willful misconduct and, in the case of current or former Officers, employees and members of the Board of Managers, gross negligence. The Company shall indemnify any Indemnitee (including the heirs, executors, administrators or estate of any such Indemnitee) for a breach of Section 7(o) except to Snap-on Incorporated and its subsidiaries) and the Distribution Associates, as defined herein, from any and all Claims (i) resulting from injury or death to any person or damage to any property arising directly or indirectly due to Products extent such indemnification would not meeting the specifications; (ii) asserted in any governmental proceeding or action be permitted under Delaware law with respect to an officer or director of a Delaware corporation. (b) Any Manager, Officer, Authorized Person, employee or agent of the Supplier’s products; (iii) on account Company, or person who is or was serving at the request of the Company as a Subsidiary Officer of any actual Associated Entity, shall be covered by the insurance of LBHI against any liability asserted against such person and incurred by such person in any capacity, or alleged infringement or other violation of patent or other proprietary rights arising out of such person’s status as such, whether or not the manufacture, use or sale of Supplier’s products (except when Company would have the power to indemnify such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach person against such liability under the provisions of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence Section or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateapplicable law.

Indemnification; Insurance. Supplier will indemnify, defend upon request 22.1 Metropolitan shall indemnify and hold Darien, its officers, directors, affiliates, agents, employees and shareholders harmless Snap-on from and against any loss, liability, damage, injury, death, cost or expense, including, without limitations attorneys' fees and disbursements (“Snap-on” as used including those incurred in this section refers establishing liability under the indemnification), in all cases, after giving effect to Snap-on Incorporated and its subsidiaries) and the Distribution Associatesreceipt of any insurance proceeds ("Losses"), as defined herein, arising out of or resulting from any and all Claims (i) resulting from any Concert, or other event produced by Metropolitan at the Center or any contract or other agreement entered into by Metropolitan with respect to any such Concert or other event (including, without limitation, nonappearance by any performer and injury or death to any person or damage to at any property arising directly or indirectly due to Products not meeting the specifications; Concert), (ii) asserted in any governmental proceeding noncompliance by Metropolitan with all applicable Laws and Approvals or action with respect to the Supplier’s products; (iii) on account the breach of any actual agreement, duty or alleged infringement or other violation obligation of patent or other proprietary rights Metropolitan contained in this Lease; provided, however, that nothing contained herein shall require Metropolitan -------- ------- to indemnify any party under this Section 22.1 for Losses arising out of the manufacturewillful misconduct or gross negligence of Darien, use or sale of Supplier’s products its employees (except when to the extent then under the direction of Metropolitan) or its agents. 22.2 Darien shall indemnify and hold Metropolitan, its officers, directors, affiliates, agents, employees and shareholders harmless from and against any Loss arising out of or resulting from (i) any Darien Event or any contract or other agreement entered into by Darien with respect to such violation is due Darien Event (including nonappearance by any performance and injury to a design or specification provided to Supplier any person at any Darien Event), (ii) noncompliance by Snap-on); Darien with all applicable Laws and Approvals or (iviii) resulting from Supplier’s the breach of any agreement, duty or obligation of Darien contained in this Agreement. This indemnity and defense applies Lease; provided, however, that -------- ------- nothing contained herein shall require Darien to all Claimsindemnify any party under this Section 22.2 for Losses arising out of the willful misconduct or gross negligence of Metropolitan, regardless its employees (except to the extent then under the direction of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence Darien) or any other tort or theory of liability. It includes indemnity for its agents. (a) all damages Promptly after receipt by any indemnified party of notice of any kinddemand, including punitive claim or exemplary damagescircumstance which would or might give rise to a claim or the commencement (or threatened) commencement) of any action, proceeding or investigation (an "Asserted Liability") that may result in a Loss, such indemnified party shall give prompt notice thereof (the "Claims Notice") to the indemnifying party. The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary, and to the extent feasible) of the Loss that has been or may be suffered by the indemnified party. (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited The indemnifying party may elect to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate maydefend, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through with its own counsel counsel, any Asserted Liability unless (i) the Asserted Liability seeks an injunction or other equitable or declaratory relief against any indemnified party, (ii) any indemnified party shall have reasonably concluded that there is a conflict of interest between such indemnified party and the indemnifying party in the conduct of such defense or (iii) any indemnified party shall have reasonably concluded that the Asserted Liability may adversely affect, or result in an adverse effect upon, the business, operations or prospects of such proceedingsindemnified party. “Distribution Associates” means Snap-onIf the indemnifying party elects to defend such Asserted Liability, agentsit shall within thirty days (or sooner, divisionsif the nature of the Asserted Liability so requires) notify the indemnified party or parties of its intent to do so, subsidiaries and affiliatesthe indemnified party or parties shall cooperate, employeesat the expense of the indemnifying party, insurersin the defense of such Asserted Liability. If the indemnifying party elects not to defend the Asserted Liability, successors is not permitted to defend the Asserted Liability by reason of the first sentence of this Section, fails to notify the indemnified party or parties of its election as herein provided or contests its obligation to indemnify under this Lease with respect to such Asserted Liability, the indemnified party or parties may pay, compromise or defend such Asserted Liability at the sole cost and assignsexpense of the indemnifying party. Notwithstanding the foregoing, dealers neither party may settle or compromise any claim over the reasonable written objection of the other, provided that any indemnified party may settle or compromise any -------- claim as to which the indemnifying party has failed to notify such indemnified party of its election under this Section, as to which the indemnifying party is contesting its indemnification obligations hereunder or involving an Asserted Liability of the type described in clause (iii) of the first sentence of this Section. In any event, each party may participate, at its own expense, in the defense of any Asserted Liability. If the indemnifying party chooses to defend any Asserted Liability, each indemnified party shall make available to the indemnifying party any books, records or other documents within its control that are necessary or appropriate for such defense. Any Losses of any indemnified party for which indemnification is available hereunder shall be paid within 30 days following written demand therefor. The provisions of Sections 22.1 - 22.3 shall survive the termination of this Lease. (c) Each indemnified party acknowledges and franchisees agrees that Losses shall be determined after giving effect to the receipt by such indemnified party of Snap-on any insurance proceeds covering all or any Snap-portion of any Loss and that such party irrevocably waives any indemnification rights it might otherwise have under this Section 22 in respect of any portion of any Loss to the extent of such insurance proceeds. No person or entity (including, without limitation, any insurance carrier) shall have any rights (including by way of subrogation) to receive any payment from the indemnifying party in respect of the portion of any Loss covered by such insurance proceeds. (d) As used in Section 22, the term "Losses" as it applies to the nonappearance by any performer at a Concert shall not include any damages of Darien arising out of any loss of attendance at the Theme Park caused by such nonappearance. 22.4 During the Term, Metropolitan shall procure or cause to be procured and maintain at all times the following insurance with insurers reasonably acceptable to Darien: (a) Worker's Compensation insurance as prescribed by the laws of the State of New York; and (b) Comprehensive general, automobile, fire and legal liability insurance (including dramshop liability) with combined single limits of not less than $1,000,000 for any one occurrence in which bodily injury or property damage is alleged, provided, however, that Metropolitan shall maintain at all times during the Term of this Lease an umbrella insurance policy in an amount of at least $5,000,000 per occurrence with respect to each type of claim for bodily injury or property damage referred to in this Section. 22.5 Metropolitan shall furnish Darien copies of all applicable insurance policies (which shall be reasonably acceptable in form and substance to Darien) and Certificates of Insurance evidencing such coverage which shall name Darien as an additional insured on Affiliateeach such policy (other than worker's compensation polices) and which will provide that such insurance would not be cancelled or modified without at least thirty (30) days' prior written notice to Darien.

Indemnification; Insurance. Supplier will indemnify10.1 PPI shall defend, defend upon request indemnify and hold harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated HGS, licensors of HGS and its subsidiaries) each of their respective directors, officers, shareholders, agents and the Distribution Associates, as defined hereinemployees, from and against any and all Claims (i) resulting from injury or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liabilityloss, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s feesreasonable attorneys' fees and expenses, (i) arising from or in connection with a breach by PPI of any of the representations and warranties contained in Section 9 hereof or (ii) resulting from claims, demands, costs or judgments which may be threatened, made or instituted against any of them arising out of the development manufacture, possession, distribution, use, testing, sale or other disposition of a PRODUCT by, on behalf of or through PPI or any THIRD PARTY granted rights by 10.2 HGS shall defend, indemnify and hold harmless PPI, licensors of PPI and each of their respective directors, officers, shareholders, agents and employees, from and against any and all liability, loss, damages, costs and expenses, including reasonable attorneys' fees and expenses, (i) arising from or in connection with a breach by HGS of any of the representations or warranties contained in Section 9 hereof, (ii) arising from or in connection with (A) any actual or threatened action, suit or proceeding, or (B) any other act or omission, in the case of either (A) or (B), by SB or any other THIRD PARTY in connection with or relating to the SB/HGS License Agreement or any other agreement to which SB (or its AFFILIATES) or any such THIRD PARTY (or its AFFILIATES), and HGS, are parties that relates to the subject matter of this Agreement, provided that in the case of (B), HGS' indemnification obligation under this Paragraph 10.2 shall (1) only apply if such act or omission has the direct or indirect effect of depriving PPI of any material benefit of this Agreement or impairs the right or ability of PPI or HGS to perform their respective obligations hereunder (any such act or omission which has such effect being referred to as a "SB ADVERSE EVENT") and (2) be limited to PPI's direct and indirect costs and expenses (including reasonable attorneys fees and expenses) incurred by Snap-PPI in connection with this Agreement, including without limitation the performance by PPI of its obligations hereunder, or (iii) resulting from claims, demands, costs or judgments which may be made or instituted against any of them arising out of the development, manufacture, possession, distribution, use, testing, sale or other disposition of a PRODUCT by, on behalf of or through HGS or any THIRD PARTY granted rights by HGS (other than in connection with a Distribution Associate while assisting in suit or presenting any defense threatened suit covered by Section 6.6 hereof). HGS' obligation to defend, indemnify and hold harmless shall include claims, demands, costs or investigating judgments, whether for money damages or re-mediating any conditions. It also includes but is not limited equitable relief by reason of alleged personal injury (including death) to any Claim that Snap-person or alleged property damage; provided, however, the indemnity shall not extend to any claim against an indemnified party to the extent such claim results from the gross negligence, willful misconduct or material breach of this Agreement of or by such indemnified party. HGS shall have the exclusive right to control the defense of any action which is to be indemnified in whole by HGS hereunder, including the right to select counsel reasonably acceptable to PPI to defend PPI and to settle such action; provided that, without the written consent of PPI (which shall not be unreasonably withheld or delayed), HGS shall not agree to settle any claim against PPI to the extent such claim has a material adverse effect on was at fault PPI. The provisions of this paragraph shall survive and remain in full force and effect after any termination, expiration or cancellation of this Agreement and HGS' obligation hereunder shall apply whether or not inspecting such claims are rightfully brought. HGS shall require each of its sublicensees hereunder to agree to indemnify PPI in a manner consistent with this Paragraph 10.2. 10.3 A person or testing entity that intends to claim indemnification under this Article 10 (the Products "Indemnitee") shall promptly notify the other party (the "Indemnitor") of any loss, claim, damage, liability, or not analyzing action in respect of which the design or make up Indemnitee intends to claim such indemnification, and the Indemnitor, after it determines that indemnification is required of it, shall assume the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition thereof with counsel mutually satisfactory to the warranty parties; provided, however, that an Indemnitee shall have the right to retain its own counsel, with the fees and remedy obligations expenses to be paid by the Indemnitor, if Indemnitor does not assume the defense thereof; or, if representation of Supplier. “Claim” such Indemnitee by the counsel retained by the Indemnitor would be inappropriate due to actual or “Claims” includes claims, lawsuits, potential differing interests between such Indemnitee and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be other party represented by and actively participate through its own such counsel in any such proceedings. “Distribution Associates” means Snap-onThe indemnity agreement in this Article 10 shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnitor, which consent shall not be withheld unreasonably. The failure to deliver notice to the Indemnitor within a reasonable time after the commencement of any such action shall relieve the Indemnitor of any liability to the Indemnitee under this Article 10 solely to the extent the Indemnitor suffers material prejudice as a result of such failure, but failure to deliver notice to the Indemnitor will not relieve it of any liability that it may have to any Indemnitee otherwise than under this Article 10. The Indemnitee under this Article 10, its employees and agents, divisionsshall cooperate fully with the Indemnitor and its legal representatives in the investigations of any action, subsidiaries claim or liability covered by this indemnification. In the event that each party claims indemnity from the other and affiliatesone party is finally held liable to indemnify the other, employees, insurers, successors the Indemnitor shall additionally be liable to pay the reasonable legal costs and assigns, dealers attorneys' fees incurred by the Indemnitee in establishing its claim for indemnity. 10.4 The parties shall maintain insurance coverage with respect to their activities and franchisees of Snap-on or any Snap-on Affiliatepotential liabilities hereunder as is commercially reasonable in the circumstances.

Indemnification; Insurance. Supplier will 8.1 INDEMNIFICATION. Predix shall indemnify, defend upon request and hold harmless Snap-on Ramot, its Affiliates and their respective governors, directors, officers, employees, stockholders PORTIONS OF THIS EXHIBIT WERE OMITTED AND HAVE BEEN FILED SEPARATELY WITH THE SECRETARY OF THE COMMISSION PURSUANT TO THE COMPANY'S APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 24b-2 OF THE EXCHANGE ACT; [*] DENOTES OMISSIONS. and agents and their respective successors, heirs and assigns (“Snap-on” as used the "Ramot Indemnitees") from and against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon such Ramot Indemnitees, or any of them, in this section refers connection with any Third Party claims, suits, actions, demands or judgments, including, without limitation, personal injury and product liability matters, to Snap-on Incorporated and its subsidiariesthe extent arising out of: (a) and the Distribution Associatesdevelopment, as defined hereintesting, from any and all Claims (i) resulting from injury production, manufacture, supply, promotion, import, sale or death to use by any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (ii) asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual Software Product or alleged infringement Licensed Product (or other violation of patent any component thereof) manufactured or other proprietary rights arising out sold by Predix or any Affiliate or Sublicensee under this Agreement, (b) the use of the manufactureLicensed Technology or practice of the Licensed Patent Rights by Predix, use any of its Affiliates or sale of Supplier’s products any Sublicensees, (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (ivc) resulting from Supplier’s any material breach of this Agreement. This indemnity and defense applies to all ClaimsAgreement by Predix, regardless (d) any breach by a Sublicensee of nature and designationa Sublicense, whether based on breach of contract, breach of warranty, strict liability, product liability, or (e) the gross negligence or willful misconduct on the part of Predix or any other tort Affiliate or theory of liability. It includes indemnity for (a) all damages of any kindSublicensee, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-oncase under this Section 8.1.1, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees except to the extent any of Snap-on the foregoing is caused by the negligence or any Snap-on Affiliatewillful misconduct of Ramot or a breach of this Agreement by Ramot.

Indemnification; Insurance. Supplier will (a) Eurand shall indemnify, defend upon request and hold Warner, its directors, officers, employees, Affiliates and agents (the “Warner Indemnified Parties”) harmless Snap-on from and against all claims, damages, losses, costs and expenses (including reasonable attorneys’ fees and court costs) (collectively, “Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiariesLosses”) and incurred, assessed against or sustained by the Distribution AssociatesWarner Indemnified Parties with respect to, as defined hereinor arising out of, any injury, claim or damage resulting from any and all Claims or caused by (i) resulting from injury any material falsity in or death to any person breach by Eurand, its employees, agents or damage to any property arising directly subcontractors of its or indirectly due to Products not meeting the specificationstheir representations, warranties, covenants, agreements, or obligations under this Agreement; (ii) asserted any negligence or willful misconduct by Eurand in any governmental proceeding or action with respect to the Supplier’s productsperformance of the activities hereunder; (iii) on account any Prototypes or Samples that are not made in accordance with the requirements PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. of this Agreement; and (iv) any actual third party patent infringement claims relating to Eurand’s use of Eurand Intellectual Property in connection with a Product pursuant to this Agreement. (b) Warner shall indemnify, defend and hold Eurand, its directors, officers, employees, Affiliates, and agents (the “Eurand Indemnified Parties”) harmless from and against all Losses incurred, assessed or alleged infringement sustained by the Eurand Indemnified Parties with respect to or other violation of patent or other proprietary rights arising out of an injury, claim or damage to a third party resulting from or caused by (i) material falsity in or any breach by Warner of its representations, warranties, covenants or agreements hereunder, or (ii) any negligence or willful misconduct by Warner in the manufactureperformance of the activities hereunder, or (iii) any use of the results of the Services, or human studies conducted on the Samples or the use or sale labeling of Supplierthe Prototypes or Samples or the handling or storage of the Prototypes or Samples other than in accordance with the instructions provided by Eurand, in each case while in Warner’s products custody or under its sole control. (except when such violation is due to a design or specification provided to Supplier by Snap-on); or c) During (ivi) resulting from Supplier’s breach the Term of this Agreement. This indemnity Agreement and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, extensions hereof and (bii) the term of all SOWs and any costs extensions thereof, Eurand shall acquire and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, maintain at its sole discretion cost and expense no less than the following types and coverage minimums of insurance underwritten by one or more insurers maintaining at Snap-least an A-, A.M. Best rating: (i) Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance; (ii) all risk coverage for physical loss or damage to materials including the Prototypes and Samples while in or under its control; and (iii) General Liability Insurance, including Products Liability, Bodily Injury and Property Damage Insurance with a combined single limit of not less than $5 million per incident. Eurand shall require its subcontractors, to the extent approved hereunder, to provide the aforementioned coverages and any other coverages that Eurand deems advisable. Upon request, Eurand shall provide Certificate(s) of Insurance to Warner evidencing the aforementioned coverages on or the Distribution Associate’s own expense (as applicable)behalf of itself and its authorized subcontractors, be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateif any.

Indemnification; Insurance. Supplier will indemnify10.1 Subject to the provisions of this Article ‎10, defend upon request Elite agrees to defend, indemnify and hold harmless Snap-on Dexcel, its Affiliates and its and their officers, directors, shareholders, employees, agents, and other representatives (“Snap-on” as used in this section refers to Snap-on Incorporated Dexcel Indemnitees”) harmless from and its subsidiaries) and the Distribution Associates, as defined herein, from against any and all Claims claims, actions, causes of action, assessments, losses, damages, injuries, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) of the Dexcel Indemnitees, filed, raised, initiated or made by any government authority and/or third party (collectively, “Claims”) arising from (i) resulting from injury any material breach by Elite of its representations, warranties, covenants, agreements or death to any person obligations under this Agreement, the Quality Agreement or damage to any property arising directly or indirectly due to Products not meeting the specificationsSDEA; (ii) asserted in negligence or willful misconduct on the part of Elite, its Affiliates or any governmental proceeding of their agents, employees, distributors or action with respect to the Supplier’s productssubcontractors; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights product liability claims, whether arising out of warranty, negligence, strict liability (including manufacturing, storage in Elite’s warehouse or that of any Affiliate or Manufacturer, or any other product or quality based claims in relation to the manufactureProduct), use and (iv) any claim for infringement of any Third Party Intellectual Property Rights in the country where the Product is manufactured, in each case except to the extent that any such damages give rise to an indemnification claim by Elite under Section 10.2 hereinafter. 10.2 Subject to the provisions of this Article ‎10, Dexcel agrees to defend, indemnify and hold harmless Elite and its Affiliates, and their respective shareholders, officers, directors, employees and agents (“Elite Indemnitees”), from and against any Claims by Third Parties and/or government organizations arising from: (i) the handling, possession, storing, labeling, use, marketing, distribution, promotion or sale of Supplier’s products any Product by Dexcel, its Affiliates, or any of their distributors, employees, or sub-distributors following Delivery of the Product to Dexcel; (except when such violation is due to a design ii) any material breach by Dexcel of its representations, warranties, covenants, agreements or specification provided to Supplier by Snap-on)obligations under this Agreement, the Quality Agreement or the SDEA; and (iii) negligence or willful misconduct on the part of Dexcel, its Affiliates or any of their agents, employees, distributors or subcontractors; or (iv) resulting any claim for infringement of any third party intellectual property in the Territory (provided that the information concerning the Product that was provided by Elite is in full and accurate and subject to Elite’s compliance with the terms of Section ‎‎‎9.1.2 hereinabove), except to the extent that any such damages give rise to an indemnification claim by Dexcel under Section 10.1 hereinabove. 10.3 Unless and to the extent otherwise specifically provided herein, in the event that the Dexcel Indemnitees or the Elite Indemnitees intend to claim indemnification under this Article ‎10 with respect to any Claim (such one of the Dexcel Indemnitees or the Elite Indemnitees being herein referred to as the “Indemnitee”) shall promptly notify the other Party (“Indemnitor”) of a Claim in respect of which the Indemnitee intends to claim such indemnification, and the Indemnitor shall assume the defense thereof with counsel of its own choosing; additionally, an Indemnitee shall have the right to retain its own counsel with reasonable and documented fees and expenses to be paid by the Indemnitor. a. An Indemnitee shall not be entitled to indemnification under this Section ‎10.3 if any settlement or compromise of such Claim is concluded by the Indemnitee without the consent of the Indemnitor, which consent shall not be unreasonably withheld or delayed. b. An Indemnitor shall not enter into any settlement or compromise of any Claim or consent to the entry of any judgment or other order with respect to any Claim which does not contain, as a part thereof, an unconditional release of the Indemnitee for liability for all loss, cost or damage that may arise from Suppliersuch Claim or which contains any injunctive or other non-monetary relief that might in any way interfere with the future conduct of business by the Indemnitee. c. Any Indemnitee, and its employees, agents and representatives, shall cooperate fully with the Indemnitor and its legal representatives, at the Indemnitor’s breach expense for out-of-pocket costs, in the investigation of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, any Claim covered by these indemnification provisions 10.4 Any breach of warranty, strict liabilityrepresentation or covenant by a Party shall constitute a breach of contract. 10.5 Each Party shall, product liabilityduring the Term and for three (3) years after termination or expiration of this Agreement, negligence or any other tort or theory of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, obtain and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate maymaintain, at its sole discretion own cost and at Snap-on or expense from a qualified insurance company, product liability insurance in accordance with the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliate.following provisions:

Indemnification; Insurance. Supplier will 10.1 By SkyePharma. SkyePharma shall indemnify, defend upon request and hold harmless Snap-on (“Snap-on” as used in this section refers to Snap-on Incorporated Endo and its subsidiaries) Affiliates, Sublicensees and the Distribution AssociatesSubcontractors, as defined hereinand their respective directors, officers, employees and agents, from and against any and all Claims liabilities, damages, losses, costs and expenses (iincluding the reasonable fees of attorneys and other professionals) resulting from injury or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; (iicollectively, "Damages") asserted in any governmental proceeding or action with respect to the Supplier’s products; (iii) on account of any actual or alleged infringement or other violation of patent or other proprietary rights arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort or theory of liability. It includes indemnity for from: (a) all damages gross negligence, recklessness or wrongful intentional acts or omissions of any kindSkyePharma or its Affiliates, including punitive Sublicensees or exemplary damagesSubcontractors, and their respective directors, officers, employees and agents, in connection with SkyePharma's activities contemplated under this Agreement, the Supply Agreements and the Quality Agreements; (b) any costs warranty claims, Product recalls or any tort claims of personal injury (including death) or property damage relating to or arising out of any use, sale or offer for sale of any Product; (c) any breach of any representation or warranty or covenant made by SkyePharma pursuant to Section 8 or pursuant to Section 5 of the Supply Agreements; (d) any claim made or action taken by Xxxx Capital Royalty Acquisition Fund, L.P., its affiliates or its or their respective successors or assigns against Endo or its Affiliates, Sublicensees and expensesSubcontractors in any way arising out of or resulting from the transactions contemplated by this Agreement or the Product, including attorney’s fees, incurred except for the failure by Snap-on Endo to make payment either to SkyePharma or as directed by SkyePharma to Xxxx Capital with respect to all or a Distribution Associate while assisting portion of the payment to which SkyePharma is obligated to make to Xxxx Capital; and (e) any claim made or action taken (including without limitation injunctive action) which is referred to in the letter from Xxxxx Xxxxxx to Xxxxxxx X. X. Xxxxxx, dated December 31, 2002; in the case of clauses (a) through (c), only to the extent not due to the gross negligence, recklessness or presenting any defense wrongful intentional acts or investigating omissions of Endo or re-mediating any conditionsits Affiliates, Sublicensees or Subcontractors, and their respective directors, officers, employees and agents. It also includes but is not limited specifically agreed that in the case of indemnification pursuant to Section 10.1(e), the Damages shall include all payments made by Endo to SkyePharma relating to [Confidential Information Has Been Omitted And Furnished Separately To The Securities And Exchange Commission]. In the event that any Claim that Snap-on was at fault such amounts have been paid or not inspecting or testing credited by SkyePharma prior to the Products or not analyzing the design or make up occurrence of any of the Products foregoing events and subsequently such claim or for negligently inspectingaction covered under Section 10.1(e) is finally determined (whether by a final court order, testing final settlement or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel otherwise) which does not result in any of the foregoing events, such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries amounts so paid or credited shall become immediately due and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliateowing from Endo to SkyePharma.

Indemnification; Insurance. Supplier will indemnifya) To the greatest extent allowed by Texas Law, defend upon request the District shall indemnify and hold harmless Snap-on YWPN, its affiliates, subsidiaries, trustees, directors, officers, agents, servants, and employees (each, an “Snap-on” as used in this section refers to Snap-on Incorporated and its subsidiaries) and the Distribution Associates, as defined hereinIndemnitee”), from and against any and all Claims damages, claims, liability, losses and expenses incurred by any Indemnitee in respect of, arising out of, or involving, a claim made by any third-party against any Indemnitee resulting from or arising in connection with any advice, guidance, act or omission on the part of the District, its trustees, directors, officers, directors, agents, servants or employees, whether in connection with the services or support functions to be provided under this Agreement or activities undertaken by the District on behalf of other schools, excluding, however, any liability resulting from or arising in connection with (i) resulting from injury actions taken by the District at the express request or death to any person or damage to any property arising directly or indirectly due to Products not meeting the specifications; direction of YWPN, (ii) asserted any advice, guidance, acts or omissions by the District premised on a misrepresentation or failure to disclose information when under an obligation to do so by the person or entity seeking indemnification, or (iii) any liability to the extent arising as a result of negligence, intentional tort, fraud or criminal conduct on the part of YWPN or any of its trustees, officers, agents, or employees. b) If a third party claim is made against an Indemnitee, that does not include a claim for liability resulting from or arising in connection with (i) actions taken by the District at the express request or direction of YWPN, (ii) any advice, guidance, acts or omissions by the District premised on a misrepresentation or failure to disclose information when under an obligation to do so by the person or entity seeking indemnification, or (iii) any liability to the extent arising as a result of negligence, intentional tort, fraud or criminal conduct on the part of YWPN or any of its trustees, officers, agents or employees, then such Indemnitee shall give written notice to the District of such claim as soon as reasonably practicable after such Indemnitee has received notice thereof (provided that failure to give timely notice shall not limit the indemnification obligations of the District hereunder except to the extent that the delay in giving, or failure to give, such notice has materially prejudiced the ability of the District to defend the claim). The District shall defend such claim, at the District’s own expense or through its insurance as applicable and with counsel selected by the District and reasonably satisfactory to such Indemnitee, provided that an Indemnitee shall at all times also have the right to fully participate in the defense at its own expense unless the Indemnitee and the District reasonably determine that representation of Indemnitee and the District by the same counsel would materially prejudice the interest of District or the Indemnitee; provided that the District will only be responsible under such circumstances for the expenses of a single additional counsel for all Indemnitees). If the District shall fail to commence a defense against such claim within thirty (30) days after notice thereof shall have been given by an Indemnitee to the District or if the District shall not diligently pursue such defense, such Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment), the claim on behalf, for the account, and at the risk and expense (including the payment of reasonable attorneys’ fees of such Indemnitee regardless of whether the Indemnitee prevails against the third party claim) of the District. If the District assumes the defense of such claim, the obligation of the District hereunder as to such claim shall include taking all reasonably necessary steps in the defense of such claim. c) The District shall not consent to the entry of any judgment or settle or compromise any third party demands, claims, actions, suits or proceedings for which an Indemnitee has sought indemnification from the District and for which Indemnitee has not been fully released unless it shall have given such Indemnitee not less than fifteen (15) days’ prior written notice of the proposed consent, settlement or compromise, and afforded such Indemnitee an opportunity to consult with the District regarding the proposed consent, settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise without the approval of such Indemnitee. An Indemnitee shall not unreasonably withhold or delay its approval of a proposed consent, settlement or compromise. In determining whether to give its approval, an Indemnitee may consider whether the proposed consent, settlement or compromise includes as an unconditional term thereof the giving by the claimant to such Indemnitee of a release from all liabilities and obligations of whatever kind or nature in respect of such claim except the liabilities and obligations satisfied by the District. If the Indemnitee unreasonably withholds its approval of a proposed consent settlement or compromise, and shall not consent to the entry of any judgment or enter into any settlement or compromise that provides the Indemnitee with a release from all liabilities and obligations of whatever kind or nature in respect of such claim except the liabilities and obligations satisfied by the District, Indemnitee shall continue its defense at its own cost and the District is not required to provide any additional amounts above the proposed consent settlement or compromise in any governmental proceeding subsequent consent, settlement, judgment or action compromise negotiated by Indemnitee. d) The rights to indemnification and reimbursement provided by, or granted pursuant to, this Section shall continue as to an Indemnitee who has ceased to be a trustee, director, officer, agent, servant or employee of YWPN (or any other person indemnified hereunder) but only for claims based upon events that occurred while the Indemnitee was a trustee, director, officer, agent, servant or employee of YWPN. The provisions of this Section shall be a contract between the District, on the one hand, and each Indemnitee who served at any time while this Section is in effect in any capacity entitling such Indemnitee to indemnification hereunder, on the other hand, pursuant to which the District and each such Indemnitee intend to be legally bound. No repeal or modification of this Section 16 shall affect any rights or obligations with respect to the Supplier’s products; (iii) on account any state of any actual facts then or alleged infringement theretofore existing or other violation of patent or other proprietary rights thereafter arising out of the manufacture, use or sale of Supplier’s products (except when such violation is due to a design or specification provided to Supplier by Snap-on); or (iv) resulting from Supplier’s breach of this Agreement. This indemnity and defense applies to all Claims, regardless of nature and designation, whether based on breach of contract, breach of warranty, strict liability, product liability, negligence or any other tort action, suit or theory proceeding theretofore or thereafter brought or threatened based in whole or in part upon such state of liability. It includes indemnity for (a) all damages of any kind, including punitive or exemplary damages, and (b) any costs and expenses, including attorney’s fees, incurred by Snap-on or a Distribution Associate while assisting in or presenting any defense or investigating or re-mediating any conditions. It also includes but is not limited to any Claim that Snap-on was at fault or not inspecting or testing the Products or not analyzing the design or make up of the Products or for negligently inspecting, testing or analyzing the Products. This indemnity and defense is in addition to the warranty and remedy obligations of Supplier. “Claim” or “Claims” includes claims, lawsuits, and liabilities, notice of property damage or personal injury and losses of any kind. Snap-on or the Distribution Associate may, at its sole discretion and at Snap-on or the Distribution Associate’s own expense (as applicable), be represented by and actively participate through its own counsel in any such proceedings. “Distribution Associates” means Snap-on, agents, divisions, subsidiaries and affiliates, employees, insurers, successors and assigns, dealers and franchisees of Snap-on or any Snap-on Affiliatefacts.