Common use of Indemnity and Limitation of Liability Clause in Contracts

Indemnity and Limitation of Liability. 11.1 CytoCore shall indemnify, defend and hold CS and its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and against any and all claims, demands, actions, suits, losses, damages, liabilities, settlement amounts, costs or expenses (including reasonable attorneys’ fees and costs) (collectively, “Claims”) arising out of or relating to: (a) CytoCore’s breach of this Agreement; or (b) CytoCore’s gross negligence or willful misconduct or (c) any products liability claims relating to CytoCore products excluding the Preservative provided by CS hereunder. 11.2 CS shall indemnify, defend and hold CytoCore, its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and against any and all Claims arising out of or relating to: (a) CS’ breach of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware to the other party (the “Indemnifying Party”); provided, however, that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its obligations under this Section 15, except to the extent that the failure results in the failure of actual notice and the Indemnifying Party is damaged as a result. The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such Claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable for any settlement of a Claim affected without its reasonable written consent, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the Claim.

Indemnity and Limitation of Liability. 11.1 CytoCore (a) The Company and the Seller agree that each shall be responsible for the electricity on its respective side of the Interconnection Point and shall indemnify, save harmless and defend and hold CS and its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and other against any and all claims, demands, actionscosts, suits, losses, damages, liabilities, settlement amounts, costs or expenses for loss, damage or injury to persons or property in any manner directly or indirectly arising from any negligent acts of such party, their employees or agents. The Company and the Seller respectively assume full responsibility in connection with the service rendered hereunder for their respective wires, cables, and other devices used in connection with the rendered service. Each Party hereto shall be solely liable for all claims of its own employees arising from any worker's compensation laws. (including reasonable attorneys’ fees b) Each Party agrees to defend and costs) (collectivelyhold the other Party and the other Party's agents, “Claims”) servants or employees harmless from any claims, demands, actions or causes of action arising out of any act or relating to: (a) CytoCore’s breach omission on the part of itself or its agents, servants, or employees which may arise out of the performance of or be in relation to the performance of any of its other rights or duties under this Agreement; or (b) CytoCore’s gross negligence or willful misconduct or . It is further understood and agreed that the Seller holds the Company harmless for, and assumes all risk of damage to the Facilities caused by the Seller's operation of said Facilities. It is further understood and agreed that the Company holds the Seller harmless for, and assumes all risk of damage to the Company's system caused by the Company's operation of said system. (c) any products liability claims relating The Company and the Seller agree to CytoCore products excluding the Preservative provided by CS hereunder. 11.2 CS shall indemnify, defend indemnify and hold CytoCoreharmless each other, its Affiliates and the their respective officers, directors, employeesagents, agents and independent contractors of each of them harmless from employees against all loss, damage, expense, costs, and against any and all Claims arising out of or relating to: liability (aincluding without limitation attorneys' fees) CS’ breach of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware to the other party Party and to third persons for injury to or death of persons or injury to property, occurring on the indemnifying Party's side of the Interconnection Point proximately caused by the indemnifying Party's negligent construction, ownership, operation, or maintenance of any of such Party's works or facilities used in connection with this Agreement. (d) Neither the “Indemnifying Party”); provided, however, that Company nor the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its obligations under this Section 15, except Seller shall be liable to the extent that the failure results in the failure of actual notice and the Indemnifying Party is damaged as a result. The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such Claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable other for any settlement of a Claim affected without its reasonable written consentincidental, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent to the entry of any judgment special, indirect or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the Claimconsequential damages.

Indemnity and Limitation of Liability. 11.1 CytoCore 13.1. Subject to clause 13.3, the Licensee shall indemnify, defend indemnify and hold CS harmless the Supplier, its employees and its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and subcontractors against any and all claims, demands, actions, suits, losses, damages, liabilities, settlement amounts, costs or expenses (including reasonable attorneys’ fees attorney's fees) and costs) (collectivelylosses incurred by the Supplier or its employees and subcontractors in connection with any third party claim, “Claims”) action or proceeding against the Supplier arising out of or relating to: (a) CytoCore’s in connection with the material breach of this AgreementAgreement and/or instructions given by the Licensee in relation to the Services except to the extent that such claim, action or proceeding is caused by: (i) the negligence, wrongful act or wilful misconduct of the Supplier, its employees or any subcontractor; or (bii) CytoCore’s gross negligence or willful misconduct or (c) any products liability claims relating to CytoCore products excluding material breach by the Preservative provided by CS hereunderSupplier of this Agreement. 11.2 CS 13.2. Subject to clause 13.3, the Supplier shall indemnify, defend indemnify and hold CytoCoreharmless the Licensee against liabilities, its Affiliates expenses (including reasonable attorney's fees) and losses incurred by the officersLicensee in connection with any third party claim, directors, employees, agents and independent contractors of each of them harmless from and action or proceeding made or threatened against any and all Claims the Licensee arising out of or relating to: (a) CS’ in connection with the negligence, wrongful act or wilful misconduct of the Supplier except to the extent such claim, action or proceeding is caused by the negligence, wrongful act or wilful misconduct of the Licensee or a material breach by the Licensee of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification 13.3. Where a Party (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware to seeks indemnification from the other party Party (the “Indemnifying Party”); provided) under this Agreement, however, that the failure by an Indemnified Party shall provide prompt written notice to give such notice will not relieve the Indemnifying Party of its obligations under this Section 15, except to the extent that the failure results in the failure assertion or commencement of actual notice and the any such third party claim. The Indemnifying Party is damaged as a resultshall have the right to assume the defence of any such claim and shall not be liable for settlement of any claim effected without its written consent. The Indemnified Party will allow shall provide all assistance and information reasonably required by the Indemnifying Party. The Indemnified Party shall: 13.3.1. not make any admission of liability, conclude any agreement in relation to direct such liability or make any compromise with any person, body or authority in relation to such liability without the defense prior written consent of the Indemnifying Party; and 13.3.2. have the right to participate in (but not control) the defence of a claim and settlement of any to retain its own counsel in connection with such Claimclaim at its own expense. 13.4. In addition to, with counsel and without prejudice to, clause 13.3, in the event that the use of the Indemnifying Party’s choosingBackground Intellectual Property for any activity contemplated under this Agreement infringes any Intellectual Property Right belonging to a third party, and will provide the Indemnifying PartyParty shall, at its own expense, use its best endeavours either to modify its Intellectual Property to be non-infringing or to obtain, at its own expense, for the other Party a licence to continue using the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the ClaimIntellectual Property. In the event that the Parties reasonably agree that it is not possible either to modify the Indemnifying Party’s Intellectual Property to be non-infringing, or to obtain for the other Party fails a licence to assume continue using the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Indemnifying Party’s Intellectual Property, then the Indemnified Party may terminate this Agreement and all licences granted pursuant to it immediately on written notice, and the Parties shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable for any settlement of a Claim affected without its reasonable written consent, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability cooperate with respect to an orderly termination of the Claimsame. Termination under this clause 13.5 shall be without prejudice to the rights of either Party accrued at the date of termination. 13.5. NEITHER PARTY SHALL BE RESPONSIBLE TO THE OTHER PARTY FOR, ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF SALES, REVENUE OR PROFITS) ARISING IN CONNECTION WITH ANY DEFAULT OR BREACH BY THE OTHER PARTY OF ITS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ANY ORDER FORM OR ANY DOCUMENTS RELATED THERETO). 13.6. Nothing in this Agreement limits any liability which cannot legally be limited, including, but not limited to, liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation. 13.7. Subject to clause 13.7, the Supplier's total liability to the Licensee shall not exceed the total amount received by the Supplier under this Agreement. The Supplier's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement.

Indemnity and Limitation of Liability. 11.1 CytoCore 12.1. Subject to clause 12.3, the Buyer shall indemnify, defend indemnify and hold CS harmless the Supplier, its employees and its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and subcontractors against any and all claims, demands, actions, suits, losses, damages, liabilities, settlement amounts, costs or expenses (including reasonable attorneys’ fees attorney's fees) and costs) (collectivelylosses incurred by the Supplier or its employees and subcontractors in connection with any third party claim, “Claims”) action or proceeding against the Supplier arising out of or relating to: (a) CytoCore’s in connection with the material breach of this AgreementAgreement and/or instructions given by the Buyer in relation to the Services except to the extent that such claim, action or proceeding is caused by: (i) the negligence, wrongful act or wilful misconduct of the Supplier, its employees or any subcontractor; or (bii) CytoCore’s gross negligence or willful misconduct or (c) any products liability claims relating to CytoCore products excluding material breach by the Preservative provided by CS hereunderSupplier of this Agreement. 11.2 CS 12.2. Subject to clause 12.3, the Supplier shall indemnify, defend indemnify and hold CytoCoreharmless the Buyer against liabilities, its Affiliates expenses (including reasonable attorney's fees) and losses incurred by the officersBuyer in connection with any third party claim, directors, employees, agents and independent contractors of each of them harmless from and action or proceeding made or threatened against any and all Claims the Buyer arising out of or relating to: (a) CS’ in connection with the negligence, wrongful act or wilful misconduct of the Supplier except to the extent such claim, action or proceeding is caused by the negligence, wrongful act or wilful misconduct of the Buyer or a material breach by the Buyer of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification 12.3. Where a Party (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware to seeks indemnification from the other party Party (the “Indemnifying Party”); provided) under this Agreement, however, that the failure by an Indemnified Party shall provide prompt written notice to give such notice will not relieve the Indemnifying Party of its obligations under this Section 15, except to the extent that the failure results in the failure assertion or commencement of actual notice and the any such third party claim. The Indemnifying Party is damaged as a resultshall have the right to assume the defence of any such claim and shall not be liable for settlement of any claim effected without its written consent. The Indemnified Party will allow shall provide all assistance and information reasonably required by the Indemnifying Party. The Indemnified Party shall: (a) not make any admission of liability, conclude any agreement in relation to direct such liability or make any compromise with any person, body or authority in relation to such liability without the defense prior written consent of the Indemnifying Party; and (b) have the right to participate in (but not control) the defence of a claim and settlement to retain its own counsel in connection with such claim at its own expense. 12.4. Each Party shall immediately give written notice to the other of any such Claimchallenge to any Party’s Intellectual Property rights by a third party which comes to its knowledge. 12.5. In addition to, with counsel and without prejudice to, clause 12.3, in the event that the use of the Indemnifying Party’s choosingBackground Intellectual Property for any activity contemplated under this Agreement infringes any Intellectual Property Right belonging to a third party, and will provide the Indemnifying PartyParty shall, at its own expense, use its best endeavours either to modify its Background Intellectual Property to be non-infringing or to obtain, at its own expense, for the other Party a licence to continue using the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the ClaimBackground Intellectual Property. In the event that the Parties reasonably agree that it is not possible either to modify the Indemnifying Party’s Background Intellectual Property to be non- infringing, or to obtain for the other Party fails a licence to assume continue using the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Indemnifying Party’s Background Intellectual Property, then the Indemnified Party may terminate this Agreement and all licences granted pursuant to it immediately on written notice, and the Parties shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable for any settlement of a Claim affected without its reasonable written consent, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability co-operate with respect to an orderly termination of the Claimsame. Termination under this clause 12.5 shall be without prejudice to the rights of either Party accrued at the date of termination. 12.6. NEITHER PARTY SHALL BE RESPONSIBLE TO THE OTHER PARTY FOR, ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, PUNITIVE, EXEMPLARY, OR SPECIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF SALES, REVENUE OR PROFITS) ARISING IN CONNECTION WITH ANY DEFAULT OR BREACH BY THE OTHER PARTY OF ITS OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING ANY PURCHASE ORDER FORM OR ANY DOCUMENTS RELATED THERETO). 12.7. Nothing in this Agreement limits any liability which cannot legally be limited, including, but not limited to, liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation. 12.8. Subject to clause 12.7, the Supplier's total liability to the Buyer shall not exceed the total amount received by the Supplier under this Agreement. The Supplier's total liability includes liability in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the Agreement.

Indemnity and Limitation of Liability. 11.1 CytoCore Subject to Article 11.1(b) below, the Concessionaire shall indemnifybe responsible for, defend release, hold harmless and hold CS and its Affiliates indemnify the KMC, NMCG, the KMC Related Parties and the officers, directors, employees, agents and independent contractors of each of them harmless NMCG Related Parties on demand from and against any and against, all suits, actions, claims, demands, actions, suits, losses, damages, liabilitiesfines, settlement amountspenalties, costs or expenses (including reasonable attorneys’ fees costs of legal fees) or liability for: death or personal injury of any person; loss of or damage to property; non-compliance with Applicable Laws or Applicable Permits (including specifically, environmental laws and costs) environmental consents); any damage caused to the environment by the Concessionaire (collectivelyincluding specifically, “Claims”) due to the Concessionaire's failure to meet the Discharge Standards); and any third party losses or claims; which may arise out of, or in consequence of the performance or non-performance of the Concessionaire's obligations under this Agreement. The Concessionaire shall not be responsible or be obliged to indemnify the KMC or NMCG for any injury, loss, damage, cost and expense caused by the negligence or Willful Misconduct of the KMC, NMCG, the KMC Related Parties or the NMCG Related Parties or by a breach by the KMC or NMCG of their respective obligations under this Agreement. The KMC and NMCG shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against them in respect of, resulting from, related to or arising out of or relating to: (a) CytoCore’s breach of any matter for which they are entitled to be indemnified under this Agreement; or (b) CytoCore’s gross negligence or willful misconduct or (c) any products liability claims relating to CytoCore products excluding the Preservative provided by CS hereunder. 11.2 CS shall indemnify, defend and hold CytoCore, its Affiliates and the officersreasonable costs and expenses (including legal fees) thereof, directors, employees, agents and independent contractors of each of them harmless from and against any and all Claims arising out of or relating to: (a) CS’ breach of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware shall be subject to the other party (indemnification obligations of the “Indemnifying Party”); providedConcessionaire. If, however, that the failure Concessionaire acknowledges in writing its obligations to indemnify the KMC and/or NMCG in respect of loss to the full extent provided by an Indemnified Party this Agreement, the Concessionaire shall be entitled, at its option, to give assume and control the defence of such notice will not relieve the Indemnifying Party claim, action, suit or proceeding at its expense and through a counsel of its obligations under this Section 15, except choice if it gives prompt notice of its intention to do so to the extent that KMC and NMCG and reimburses the failure results in KMC and/or NMCG for the failure costs and expenses incurred by the KMC and/or NMCG prior to the assumption by the Concessionaire of actual notice and the Indemnifying such defence. A Party is damaged as a result. The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of shall not settle or compromise any such Claimclaim, with counsel action, suit or proceeding without the prior written consent of the Indemnifying Party’s choosingother Parties, and will provide which consent shall not be unreasonably withheld or delayed. Notwithstanding the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Partyforegoing, the Indemnified Party KMC and/or NMCG shall have the right to undertake employ its own counsel and such counsel may participate in such action, but the defense, appeal or settlement fees and expenses of such Claim counsel, as and when incurred, shall be at the expense of and for the account of KMC or NMCG, as the Indemnifying Party. An Indemnifying Party will not be liable for any settlement of a Claim affected without its reasonable written consent, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the Claimcase may be.

Indemnity and Limitation of Liability. 11.1 CytoCore shall indemnify, defend and hold CS and its Affiliates (a) AAG agrees to indemnify the Plan Sponsor and the officersPlan, directors, employees, agents and independent contractors of hold each of them harmless and defend each of them from and against any and all claims, demands, actions, suits, losses, damages, liabilities, settlement amounts, costs or expenses Liability (including reasonable attorneys’ fees and costsas defined below) (collectively, “Claims”) arising out of or relating todirectly resulting from either the following: (ai) CytoCoreany breach of fiduciary duty by AAG; (ii) AAG’s material nonperformance of its obligations under this Agreement or (iii) gross negligence or willful misconduct by AAG or the Independent Financial Expert, to the extent that such Liability is not caused by the Plan Sponsor’s breach of this Agreement; , or (b) CytoCore’s gross caused by or attributable to an act or omission, negligence or willful misconduct of the Plan Sponsor or a Participant user. (cb) The Plan Sponsor agrees to indemnify AAG and its Representatives, hold them harmless and defend them from any Liability directly resulting from either or both of the following: (i) any products liability claims relating to CytoCore products excluding the Preservative provided by CS hereunder. 11.2 CS shall indemnify, defend and hold CytoCore, its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and against any and all Claims arising out of or relating to: (a) CS’ breach of this Agreementfiduciary duty by the Plan Sponsor; or (bii) CS’ gross negligence the Plan Sponsor’s material performance or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware to the other party (the “Indemnifying Party”); provided, however, that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party nonperformance of its obligations under this Agreement. For purposes of this Section 156.7, except “Liability” means liability, damages, losses and expenses, including reasonable attorneys’ fees. Neither party will be responsible to the other party for any Liability attributable to an act or omission of a Participant user, the other party, or a third party. NO PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Each party’s indemnity extends to the other party’s fiduciaries, agents, directors, officers, trustees, custodians and employees. Either party’s indemnity obligations will be reduced to the extent that its ability to manage the failure results in the claim is materially harmed by any failure of actual the other to give prompt notice of the claim, complete information and reasonable assistance to defend or settle the Indemnifying Party is damaged as a resultclaim. The Indemnified Party will allow indemnity does not cover any Liability for which the Indemnifying Party to direct the defense and settlement indemnified party actually receives reimbursement or indemnification from another person, including under a liability insurance policy. Any finding that any aspect of any such Claim, with counsel this indemnification provision is unenforceable by operation of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party law will not be liable for affect any settlement other portion of a Claim affected without its reasonable written consent, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the Claimthis provision.

Indemnity and Limitation of Liability. 11.1 CytoCore Wired shall indemnify, defend indemnify and hold CS harmless MSNBC and the MSNBC Affiliates, parent and subsidiary companies, each Program sponsor and its Affiliates advertising agency, and the respective officers, directors, employees, agents and independent contractors employees of each of them harmless each, from and against any and all liability, actions, claims, demands, actions, suits, losses, damages, liabilities, settlement amounts, costs losses or expenses damages (including reasonable attorneys’ attorney's fees and costsany punitive damages) (collectively, “Claims”) caused by or arising out of (i) the broadcast or relating to: (a) CytoCore’s breach other authorized use by MSNBC of this Agreement; the Program and any or all of the material and performances contained therein, other than the MSNBC Marks or the MSNBC Material or (bii) CytoCore’s gross negligence breach by Wired of any of its representations and warranties contained herein. Such indemnity includes without limitation any claim involving allegedly wrongful use of ideas or willful misconduct or (c) any products liability claims relating to CytoCore products excluding material in the Preservative provided by CS hereunderProgram. 11.2 CS MSNBC shall indemnify, defend indemnify and hold CytoCore, its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless Wired from and against liability, actions, claims, demands, losses or damages (including reasonable attorney's fees and any and all Claims punitive damages) caused by or arising out of MSNBC's violation of its representations and warranties contained herein. MSNBC's review and approval of any elements, material or relating to: (a) CS’ breach Program furnished by Wired shall not constitute a waiver by MSNBC of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS productsthe indemnity provided by Wired. 11.3 The party seeking indemnification (indemnitor may, and if any indemnitee requests in writing, the “Indemnified Party”) will indemnitor shall assume the defense of any claim, demand or action and shall, upon request by the indemnitee, allow the indemnitee to cooperate in the defense. The indemnitee shall give prompt written notice of any Claim of which claim, demand or action covered by this indemnity. If the Indemnified Party is aware to the other party (the “Indemnifying Party”); provided, however, that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its obligations under this Section 15, except to the extent that the failure results in the failure of actual notice and the Indemnifying Party is damaged as a result. The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of indemnitee settles any such Claimclaim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense demand or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable for any settlement of a Claim affected without its reasonable written consent, nor will an Indemnifying Party settle any such Claim action without the reasonable prior written consent of the Indemnified Party. No Indemnifying Party will consent to indemnitor, the entry of any judgment or enter into any settlement indemnitor shall be released from this indemnity in that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the Claiminstance.

Indemnity and Limitation of Liability. 11.1 CytoCore (a) The Company and the Seller agree that each shall be responsible for the electricity on its respective side of the Interconnection Point and shall indemnify, save harmless and defend and hold CS and its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and other against any and all claims, demands, actionscosts, suits, losses, damages, liabilities, settlement amounts, costs or expenses for loss, damage or injury to persons or property in any manner directly or indirectly arising from any negligent acts of such party, their employees or agents. The Company and the Seller respectively assume full responsibility in connection with the service rendered hereunder for their respective wires, cables, and other devices used in connection with the rendered service. Each party hereto shall be solely liable for all claims of its own employees arising from any worker's compensation laws (including reasonable attorneys’ fees b) Each Party agrees to defend and costs) (collectivelyhold other Party and the other Party's agents, “Claims”) servants or employees harmless from any claims, demands, actions or causes of action, arising out of any act or relating to: (a) CytoCore’s breach omission on the part of itself or its agents, servants, or employees which may arise out of the performance of or be in relation to the performance of any of its other rights or duties under this Agreement; or (b) CytoCore’s gross negligence or willful misconduct or . It is further understood and agreed that the Seller holds the Company harmless for, and assumes all risk of damages to the Facilities caused by the Seller's operation of said Facilities. It is further understood and agreed that the Company holds the Seller harmless for, and assumes all risk of damage to the Company's system caused by the Company's operation of said system. (c) any products liability claims relating The Company and the Seller agree to CytoCore products excluding the Preservative provided by CS hereunder. 11.2 CS shall indemnify, defend indemnify and hold CytoCoreharmless each other, its Affiliates and the their respective officers, directors, employees, agents and independent contractors of each of them harmless from employees against all loss, damage, expense, costs and against any and all Claims arising out of or relating to: liability (aincluding without limitation attorney's fees) CS’ breach of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware to the other party Party and to third persons for injury to or death of persons or injury to property, occurring on the indemnifying Party's side of the Interconnection Point proximately caused by the indemnifying Party's negligent construction, ownership, operation, or maintenance of any of such Party's works or facilities used in connection with this Agreement. (d) Neither the “Indemnifying Party”); provided, however, that Company nor the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its obligations under this Section 15, except Seller shall be liable to the extent that the failure results in the failure of actual notice and the Indemnifying Party is damaged as a result. The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any such Claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable other for any settlement of a Claim affected without its reasonable written consentincidental, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent to the entry of any judgment special, indirect or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the Claimconsequential damages.

Indemnity and Limitation of Liability. 11.1 CytoCore (a) Subject to Clause 11.1(b) below, the Concessionaire shall indemnifyhold harmless and indemnify the Jal Xxxxx, defend and hold CS and its Affiliates NMCG, the Jal Xxxxx Related Parties and the officers, directors, employees, agents and independent contractors of each of them harmless NMCG Related Parties on demand from and against any and against, all suits, actions, claims, demands, actions, suits, losses, damages, liabilitiesfines, settlement amountspenalties, costs or expenses (including reasonable attorneys’ fees costs of legal fees) or liability for: (i) death or personal injury of any person; (ii) loss of or damage to property; (iii) non-compliance with Applicable Laws or Applicable Permits (including specifically, environmental laws and costsenvironmental consents); (iv) any damage caused to the environment by the Concessionaire (collectivelyincluding specifically, “Claims”due to the Concessionaire's failure to meet the Discharge Standards); and (v) any third party losses or claims; which may arise out of, or in consequence of the performance or non-performance of the Concessionaire's obligations under this Agreement. (b) The Concessionaire shall not be responsible or be obliged to indemnify the Jal Xxxxx or NMCG for any injury, loss, damage, cost and expense caused by the negligence or Wilful Misconduct of the Jal Xxxxx, NMCG, the Jal Xxxxx Related Parties or the NMCG Related Parties or by a breach by the Jal Xxxxx or NMCG of their respective obligations under this Agreement, provided the Concessionaire was/is not partly/ wholly or directly/ indirectly responsible for such injury, loss, damage, cost and expense. (c) The Jal Xxxxx and NMCG shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against them in respect of, resulting from, related to or arising out of or relating to: (a) CytoCore’s breach of any matter for which they are entitled to be indemnified under this Agreement; or (b) CytoCore’s gross negligence or willful misconduct or (c) any products liability claims relating to CytoCore products excluding the Preservative provided by CS hereunder. 11.2 CS shall indemnify, defend and hold CytoCore, its Affiliates and the officersreasonable costs and expenses (including legal fees) thereof, directors, employees, agents and independent contractors of each of them harmless from and against any and all Claims arising out of or relating to: (a) CS’ breach of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware shall be subject to the other party (indemnification obligations of the “Indemnifying Party”); providedConcessionaire. If, however, that the failure Concessionaire acknowledges in writing its obligations to indemnify the Jal Xxxxx and/or NMCG in respect of loss to the full extent provided by an Indemnified Party this Agreement, the Concessionaire shall be entitled, at its option, to give assume and control the defence of such notice will not relieve the Indemnifying Party claim, action, suit or proceeding at its expense and through a counsel of its obligations under this Section 15, except choice if it gives prompt notice of its intention to do so to the extent that Jal Xxxxx and NMCG and reimburses the failure results in Jal Xxxxx and/or NMCG for the failure costs and expenses incurred by the Jal Xxxxx and/or NMCG prior to the assumption by the Concessionaire of actual notice and the Indemnifying such defence. A Party is damaged as a result. The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of shall not settle or compromise any such Claimclaim, with counsel action, suit or proceeding without the prior written consent of the Indemnifying Party’s choosingother Parties, and will provide which consent shall not be unreasonably withheld or delayed. Notwithstanding the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Partyforegoing, the Indemnified Party Jal Xxxxx and/or NMCG shall have the right to undertake employ its own counsel and such counsel may participate in such action, but the defense, appeal or settlement fees and expenses of such Claim counsel, as and when incurred, shall be at the expense of the Jal Xxxxx or NMCG, as the case may be. (d) The Jal Xxxxx shall be responsible for, release, hold harmless and for indemnify the account of Concessionaire and the Indemnifying Party. An Indemnifying Party will not be liable for Concessionaire Related Parties on demand from and against, all suits, actions, claims, demands, losses, damages, fines, penalties, costs or any settlement of a Claim affected without its reasonable written consentother liability incurred or suffered by the Concessionaire under Applicable Laws, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent or pursuant to the entry law of torts, principles of absolute liability or strict liability or polluter pays principle, as a result of any judgment environmental pollution or enter into any settlement that does not include as an unconditional term the giving health hazard caused by the claimant quality of raw Sewage which is delivered at the Facilities, for which the Concessionaire was/is not directly/indirectly or plaintiff to the Indemnified Party a release from all liability with respect to the Claimpartly/wholly responsible.

Indemnity and Limitation of Liability. 11.1 CytoCore shall indemnify, defend 9.1 The Licensee hereby agrees fully and effectively to indemnify and to keep indemnified FAPL against and hold CS and its Affiliates and the officers, directors, employees, agents and independent contractors of each of them it harmless from all claims actions loss or liability direct indirect and against any and all claims, demands, actions, suits, losses, damages, liabilities, settlement amounts, costs or expenses consequential losses of whatever nature (including but not limited to reasonable attorneys’ legal fees and costs) (collectively, “Claims”but excluding pure economic loss) arising out of 9.1.1 any alleged unauthorised use of any patent process copyright and/or trade marks (including but not limited to the Property) idea method or relating to: device used by the License in connection with the Licensed Articles and/or the Promotional Materials and/or the Materials save where such use is pursuant to FAPL's authorisation 9.1.2 any use of and/or alleged defects in the Licensed Articles (aand in the case of the Miniature Stickers and Albums Collection any bubblegum or other products included in the packets in which the same are sold) CytoCore’s breach of this Agreement; and/or the Promotional Materials or (b) CytoCore’s gross negligence or willful misconduct or (c) any products liability claims relating to CytoCore products excluding the Preservative provided by CS hereunder. 11.2 CS shall indemnify, defend and hold CytoCore, its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and against any and all Claims arising out of instructions for use of the Licensed Articles (and in the case of the Miniature Stickers and Albums Collection any bubblegum or relating to: other products included in the packets in which the same are sold) or lack of the same (aincluding without limitation all public and product liability) 9.2 If any claim or threat of action (including without limitation any originating process in any proceedings arbitration or other process ("Proceedings")) CS’ breach in respect of this Agreement; which FAPL seeks indemnity pursuant to clause 9.1 is received by or (b) CS’ gross negligence comes to the notice of FAPL FAPL shall as soon as practicable give or willful misconduct; or (c) defects attributable solely procure to CS products. 11.3 The party seeking indemnification (be given to the “Indemnified Party”) will give prompt Licensee written notice of the same and shall make no comment or admission to any Claim third party in respect thereof. Such notice shall be accompanied by a copy of which the Indemnified Party is aware to the other party (the “Indemnifying Party”relevant document(s); provided, however, that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its obligations under this Section 15, except 9.3 Save to the extent that the failure results Proceedings relate to the Property in any way (in which event FAPL shall have sole discretion as to what action if any is to be taken subject only to the failure provisions of actual notice clause 12) 9.3.1 FAPL shall allow the Licensee to have conduct on its behalf of any litigation or settlement negotiations in relation to any Proceedings in respect of which FAPL seeks indemnity pursuant to clause 9.1 and 9.3.2 if so requested in writing by the Licensee FAPL shall take such action as the Licensee may reasonably request (with the Licensee to reimburse FAPL's reasonable expenses in so doing) to avoid dispute resist appeal compromise or defend such Proceedings 9.4 This clause and clauses 9.5 to 9.9 inclusive set out the Indemnifying Party Licensee's entire liability (including any liability for the acts and omissions of its employees agents and sub-contractors) to FAPL in respect of 9.4.1 any breach of its contractual obligations arising under this Agreement and 9.4.2 any representation or tortious act or omission including without limitation for negligence arising under or in connection with this Agreement save only in respect of those matters expressly stated in this clause 9 of this Agreement to give rise to an obligation set out therein of the Licensee to indemnify FAPL 9.5 Any act or omission on the part of the Licensee or its employees agents or sub-contractors falling within clause 9.4 above shall for the purpose of this clause 9 be known as an "Event of Licensee's Default" 9.6 The Licensee's liability to FAPL for death or injury resulting from its own negligence or that of its employees agents or sub-contractors shall not be limited 9.7 Save as set out at clause 9.1 and subject to the provisions of clause 9.6 and 9.8 the Licensee's entire aggregate liability howsoever arising and of whatever nature in respect of any and all Events of Licensee's Default of whatever nature and howsoever arising shall be limited to the payments it is damaged obliged to make to FAPL pursuant to clause 6.1 (should it fail to pay the same) and over and above such payments the additional sum of (pound)[INFORMATION SUBJECT TO REQUEST FOR CONFIDENTIAL TREATMENT] 9.8 Without prejudice to clause 9.1 the Licensee shall not (to the extent permitted by law) be liable to FAPL in respect of any Event of Licensee's Default for loss of profits goodwill or any type of special indirect or consequential loss or damage (including loss or damage suffered by FAPL as a result. The Indemnified Party will allow result of an action brought by a third party) save to the Indemnifying Party extent that such loss was reasonably foreseeable or the Licensee had been advised of the possibility of FAPL incurring the same 9.9 This clause and clauses 9.10 to direct 9.13 inclusive set out FAPL's entire liability (including any liability for the defense acts and settlement omissions of its employees agents and sub-contractors) to the Licensee in respect of 9.9.1 any breach of its contractual obligations arising under this Agreement and 9.9.2 any representation or tortious act or omission including without limitation for negligence arising under, or in connection with this Agreement save only in respect of those matters expressly stated herein or in any subsequent agreement in writing to give rise to an obligation set out therein of FAPL to indemnify the Licensee 9.10 Any act or omission on the part of FAPL or its employees agents or sub-contractors falling within clause 9.9 above shall for the purpose of this clause 9 be known as an "Event of FAPL's Default" 9.11 FAPL's liability to the Licensee for death or injury resulting from its own negligence or that of its employees agents or sub-contractors shall not be limited 9.12 Subject to the provisions of 9.11 and 9.13 FAPL's entire aggregate liability howsoever arising and of whatever nature in respect of any and all Events of FAPL's Default of whatever nature and howsoever arising shall be limited to the aggregate amount of the Minimum Guarantee payable pursuant to clause 6. 1.1 which FAPL has actually received from the Licensee as at the date of any such Claim, with counsel liability to pay being agreed or determined by a court of competent jurisdiction 9.13 FAPL shall not (to the extent permitted by law) be liable to the Licensee in respect of any Event of FAPL's Default for loss of profits goodwill or any type of special indirect or consequential loss or damage (including loss or damage suffered by the Licensee as a result of an action brought by a third party) save to the extent that such loss was reasonably foreseeable or FAPL bad been advised of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement possibility of the Claim. In Licensee incurring the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable for any settlement of a Claim affected without its reasonable written consent, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the Claim.same

Indemnity and Limitation of Liability. 11.1 CytoCore shall indemnify(a) AAG agrees to indemnify the Plan, defend Plan Sponsor, and hold CS and its Affiliates and the officers, directors, their employees, agents and independent contractors of each of hold them harmless and defend them from and against any and all claimsLiability (as defined below) including reasonable attorney’s fees incurred by the Plan or Plan Sponsor, demandsresulting from the following: (i) any breach of fiduciary duty by AAG; (ii) negligence or willful misconduct by AAG or the Independent Financial Expert, actionsto the extent that such Liability is not caused by the Plan Sponsor’s breach of this Agreement, suitsor caused by or attributable to an act or omission, negligence, or willful misconduct of the Plan Sponsor. This clause will not be construed to bar any legal remedies AAG may have for the Plan, Plan Sponsor’s or their employees’ negligence, willful misconduct or failure to fulfill their obligations under this contract. For purposes of this Section 6.7, “Liability” means any claim, liability, damages, losses, damagesor expenses, liabilities, settlement amounts, costs or expenses (including reasonable attorneys’ fees as incurred by the Plan Sponsor. The Plan Sponsor shall not be liable for any AAG attorney fees. Neither party will be responsible to the other party for any Liability attributable to an act or omission of a Participant user, the other party, or a third party. NO PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, EVEN IN THE EVENT OF A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AAG’s indemnity extends to the Plan’s fiduciaries, agents, directors, officers, trustees, custodians and costs) (collectivelyemployees. AAG’s indemnity obligations will be reduced to the extent that its ability to manage the claim is materially harmed by any failure of the other to give prompt notice of the claim, “Claims”) arising out of complete information and reasonable assistance to defend or relating to: (a) CytoCore’s breach settle the claim. The indemnity does not cover any Liability for which the indemnified party actually receives reimbursement or indemnification from another person, including under a liability insurance policy. Any finding that any aspect of this Agreement; or indemnification provision is unenforceable by operation of law will not affect any other portion of this provision. (b) CytoCore’s gross negligence If the Plan or willful misconduct Plan Sponsor seeks indemnification pursuant to this Section 6.7, the Plan or (c) any products liability claims relating to CytoCore products excluding the Preservative provided by CS hereunder. 11.2 CS Plan Sponsor shall indemnify, defend and hold CytoCore, its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and against any and all Claims arising out of or relating to: (a) CS’ breach of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice to AAG of any Claim Liability (a "Claim") in respect of which indemnity may be sought hereunder, such notice (the Indemnified Party "Claim Notice") shall (i) describe such Claim in reasonable detail (including a reasonable summary of the facts underlying each particular claim; (ii) attach copies of any material written evidence in the Plan or Plan Sponsor’s possession upon which such Claim is aware based to the other party extent reasonably needed at such time for AAG to assess such Claim (provided that to the “Indemnifying Party”extent such written evidence is not reasonably available at such time, the Plan or Plan Sponsor shall so indicate, and shall promptly provide such evidence when it becomes available); providedand (iii) to the extent feasible, however, set forth the estimated amount of liability for which AAG may be liable; provided that no delay on the failure by an Indemnified Party to give part of the Plan or Plan Sponsor in giving any such notice will not Claim Notice that complies with the requirements set forth herein shall relieve the Indemnifying Party AAG of its obligations under this Section 15, any indemnification obligation hereunder except to the extent that the failure results in the failure of actual notice and the Indemnifying Party AAG is damaged as a result. The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of any actually prejudiced by such Claim, with counsel of the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Party, the Indemnified Party delay. (c) AAG shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable for any settlement thirty days from its receipt of a Claim affected without Notice that complies with the requirements set forth in Section 6.7(b) (the "Notice Period") to notify the Plan or Plan Sponsor whether AAG desires, at its reasonable written consentsole cost and expense and by counsel of its own choosing, nor will an Indemnifying Party settle any such Claim without to compromise or assume and control the reasonable written consent defense of the Indemnified PartyLiability. No Indemnifying Party will consent AAG’s decision not to compromise or assume and control the entry defense of any judgment or enter into any settlement that does the Liability in accordance with this Section 6.7(c) shall not include otherwise relieve AAG of its indemnification obligations, except as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the Claimmay otherwise be provided in Section 6.7.

Indemnity and Limitation of Liability. 11.1 CytoCore shall A. Participant agrees to indemnify, defend and hold CS harmless TDA, their employees and its Affiliates and the officers, directors, employees, agents and independent contractors of each of them harmless from and against any and all claims, losses, demands, actionsobligations, suitscauses of action and lawsuits and all damages (including punitive and exemplary damages), lossesliabilities (including strict liability), damagesfines, liabilities, settlement amountsjudgments, costs or expenses (including reasonable attorneys’ fees and settlement costs) (collectivelyand expenses, “Claims”) including the payment or reasonable attorney fees, arising out of or relating toto participation in the Fair, which are collectively referred to as “Damages”. Claims may arise for a variety of reasons, including the matters described on the following list, which is not exhaustive: (a1) CytoCorethe failure of Participant to comply with the terms and conditions of the Participant Agreement; (2) the services performed, promotions offered, or actions taken by Participant in connection with their participation in the Pavilion; (3) the distribution of any of samples, products or materials by Participant; (4) defects in the Participant’s breach booth, fixtures or equipment provided by Participant; (5) Participant’s unauthorized use, misuse, infringement or dilution of this Agreementtrademarks, intellectual property or copyrights belonging to the Fair, TDA or a third party; (6) the failure of Participant to comply with any applicable federal, state or local law that may affect the obligations hereunder; (7) the negligent acts or omissions of Participant; or (b) CytoCore’s gross negligence 8) defects in the design, assembly or willful misconduct or (c) manufacture of any products liability claims relating to CytoCore products excluding the Preservative product provided by CS hereunderParticipants. TDA does not waive any right to bring legal action against Participant or other parties as authorized or required by law. 11.2 CS shall B. Participant agrees to indemnify, defend and hold CytoCoreharmless TDA, its Affiliates and the officersemployees or agents for lost profits or other financial loss of any type or description, directorsincluding but not limited to any special, employeesindirect, agents and independent contractors of each of them harmless from and against any and all Claims arising out of reliance, incidental or relating toconsequential damages, which may be caused directly or indirectly from: (ai) CS’ breach of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware to the other party (the “Indemnifying Party”); provided, however, that the failure by an Indemnified Party to give such notice will not relieve the Indemnifying Party of its obligations under this Section 15, except to the extent that the failure results participation in the failure Pavilion; (ii) termination of actual notice the Participant Agreement for any reason; (iii) operational delays by Fair or TDA; or, (iv) service inadequacies within the Pavilion, including the Store. TDA does not guarantee sales or profit from participation in the Store, Porch or other designated sales areas. Participant agrees it will continue to pay all charges and the Indemnifying Party is damaged as a result. The Indemnified Party will allow the Indemnifying Party other sums due to direct the defense Fair and settlement TDA hereunder irrespective of any such Claimclaim, with counsel of loss, damage or expense as required by the Indemnifying Party’s choosing, and will provide the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails Participant Agreement. C. Participants agree to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Party, the Indemnified Party shall have the right to undertake the defense, appeal or settlement of such Claim at the expense of and for the account of the Indemnifying Party. An Indemnifying Party will not be liable pay TDA for any settlement damages resulting from any act or negligence of a Claim affected without its reasonable written consent, nor will an Indemnifying Party settle any such Claim without Participants. Such sum may include costs necessary to restore the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent premises to the entry of any judgment or enter into any settlement that does not include as an unconditional term the giving by the claimant or plaintiff to the Indemnified Party a release from all liability with respect to the Claimtheir original condition.

Indemnity and Limitation of Liability. 11.1 CytoCore (a) Subject to Clause 11.1(b) below, the Concessionaire shall indemnifybe responsible for, defend release, hold harmless and hold CS and its Affiliates indemnify the Jal Xxxxx, NMCG, the Jal Xxxxx Related Parties and the officers, directors, employees, agents and independent contractors of each of them harmless NMCG Related Parties on demand from and against any and against, all suits, actions, claims, demands, actions, suits, losses, damages, liabilitiesfines, settlement amountspenalties, costs or expenses (including reasonable attorneys’ fees costs of legal fees) or liability for: (i) death or personal injury of any person; (ii) loss of or damage to property; (iii) non-compliance with Applicable Laws or Applicable Permits (including specifically, environmental laws and costsenvironmental consents); (iv) any damage caused to the environment by the Concessionaire (collectivelyincluding specifically, “Claims”due to the Concessionaire's failure to meet the Discharge Standards); and (v) any third party losses or claims; which may arise out of, or in consequence of the performance or non-performance of the Concessionaire's obligations under this Agreement. (b) The Concessionaire shall not be responsible or be obliged to indemnify the Jal Xxxxx or NMCG for any injury, loss, damage, cost and expense caused by the negligence or Wilful Misconduct of the Jal Xxxxx, NMCG, the Jal Xxxxx Related Parties or the NMCG Related Parties or by a breach by the Jal Xxxxx or NMCG of their respective obligations under this Agreement. (c) The Jal Xxxxx and NMCG shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against them in respect of, resulting from, related to or arising out of or relating to: (a) CytoCore’s breach of any matter for which they are entitled to be indemnified under this Agreement; or (b) CytoCore’s gross negligence or willful misconduct or (c) any products liability claims relating to CytoCore products excluding the Preservative provided by CS hereunder. 11.2 CS shall indemnify, defend and hold CytoCore, its Affiliates and the officersreasonable costs and expenses (including legal fees) thereof, directors, employees, agents and independent contractors of each of them harmless from and against any and all Claims arising out of or relating to: (a) CS’ breach of this Agreement; or (b) CS’ gross negligence or willful misconduct; or (c) defects attributable solely to CS products. 11.3 The party seeking indemnification (the “Indemnified Party”) will give prompt written notice of any Claim of which the Indemnified Party is aware shall be subject to the other party (indemnification obligations of the “Indemnifying Party”); providedConcessionaire. If, however, that the failure Concessionaire acknowledges in writing its obligations to indemnify the Jal Xxxxx and/or NMCG in respect of loss to the full extent provided by an Indemnified Party this Agreement, the Concessionaire shall be entitled, at its option, to give assume and control the defence of such notice will not relieve the Indemnifying Party claim, action, suit or proceeding at its expense and through a counsel of its obligations under this Section 15, except choice if it gives prompt notice of its intention to do so to the extent that Jal Xxxxx and NMCG and reimburses the failure results in Jal Xxxxx and/or NMCG for the failure costs and expenses incurred by the Jal Xxxxx and/or NMCG prior to the assumption by the Concessionaire of actual notice and the Indemnifying such defence. A Party is damaged as a result. The Indemnified Party will allow the Indemnifying Party to direct the defense and settlement of shall not settle or compromise any such Claimclaim, with counsel action, suit or proceeding without the prior written consent of the Indemnifying Party’s choosingother Parties, and will provide which consent shall not be unreasonably withheld or delayed. Notwithstanding the Indemnifying Party, at the Indemnifying Party’s expense, with information and assistance reasonably necessary for the defense and settlement of the Claim. In the event that the Indemnifying Party fails to assume the defense or settlement of any such Claim within 30 days after receipt of notice of same from the Indemnified Partyforegoing, the Indemnified Party Jal Xxxxx and/or NMCG shall have the right to undertake employ its own counsel and such counsel may participate in such action, but the defense, appeal or settlement fees and expenses of such Claim counsel, as and when incurred, shall be at the expense of the Jal Xxxxx or NMCG, as the case may be. (d) The Jal Xxxxx shall be responsible for, release, hold harmless and for indemnify the account of Concessionaire and the Indemnifying Party. An Indemnifying Party will not be liable for Concessionaire Related Parties on demand from and against, all suits, actions, claims, demands, losses, damages, fines, penalties, costs or any settlement of a Claim affected without its reasonable written consentother liability incurred or suffered by the Concessionaire under Applicable Laws, nor will an Indemnifying Party settle any such Claim without the reasonable written consent of the Indemnified Party. No Indemnifying Party will consent or pursuant to the entry law of torts, principles of absolute liability or strict liability or polluter pays principle, as a result of any judgment environmental pollution or enter into any settlement that does not include as an unconditional term the giving health hazard caused by the claimant or plaintiff to quality of raw Sewage which is delivered at the Indemnified Party a release from all liability with respect to the ClaimFacilities.