Common use of Mutual Indemnification Clause in Contracts

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless defend the other Party Party, its affiliates and each of their respective officers, directors, employees, contractors and agents (the each an “Indemnified Party”) from and against any and all claimsaction, damagesclaim, and liabilitiessuit, including any and all expense and costsinvestigation or other proceeding brought by a third party (a “Claim”) to the extent such Claim results from the Indemnifying Party’s breach of this Agreement or an IPA or the negligence, legal willful misconduct or otherwise, caused by fraud or violation of law on the negligent act or omission part of the Indemnifying Party, its subcontractorsofficers, agentsdirectors, or employees, incurred by the Indemnified Party agents or other representatives in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of connection with this Agreement. The Indemnifying Party shall not be liable for will indemnify and hold harmless the Indemnified Party from any claimsliabilities, losses, damages, judgments, awards, fines, penalties, costs and expenses (including reasonable attorneys’ fees and costs of defense) incurred by or liabilities caused by levied against such Indemnified Party as a result of such Claim. If the sole negligence of Indemnified Party seeks indemnification under this Section 10 with respect to a Claim, the Indemnifying Party’s obligations are conditioned upon the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly : (a) providing written notice to the Indemnifying Party of any Claim within thirty (30) days after the existence Indemnified Party has knowledge of such Claim (except that failure to timely provide such notice will relieve the Indemnifying Party of its obligations only to the extent the Indemnifying Party is materially prejudiced as a direct result of such delay); (b) giving the Indemnifying Party sole control over the defense thereof and any claimrelated settlement negotiations; and (c) cooperating and, demand, or other matter to which at the Indemnifying Party’s indemnification obligations would applyrequest and expense, and shall give them a reasonable opportunity to settle or defend assisting in such defense. Notwithstanding the same at their own expense and with counsel of their own selectionforegoing, provided that the Indemnified Party shall may participate at all times also its own expense in the defense and any settlement discussions, and will have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, approve any settlement agreement that involves an admission of fault by the Indemnified Party shallor imposes non-monetary obligations on the Indemnified Party; provided, upon written noticehowever, have the right, but that such approval will not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiesunreasonably withheld.

Mutual Indemnification. Each To the extent permitted by law, each Party (the “Indemnifying Party”) agrees to shall indemnify, defend, defend and hold harmless the other Party (the “Indemnified Party”) ), including each of the Indemnified Party’s respective Affiliates, officers, directors, shareholders, employees, representatives, agents, successors and assigns (each an “Indemnified Person”), from and against all claims by any third party asserted in any cause of action, and all claims, including any damages, penalty, cost or expense (including reasonable attorneys' and liabilities, including any and all expense witnesses' fees and costs), legal or otherwise, caused by to the negligent act or omission extent such cause of action arises from (a) the Indemnifying Party, ’s gross negligence or willful misconduct in performing any of its subcontractors, agentsobligations under this Agreement, or employees(b) a material breach by the Indemnifying Party of any of its representations, incurred warranties, covenants or obligations under this Agreement; PROVIDED, however, such indemnity shall not extend to claims arising from any breach of this Agreement or willful or negligent act by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out an Indemnified Person of the work performed under this Agreement; including breach of Indemnified Party, and provided that: (i) the Indemnified Person promptly notifies the Indemnifying Party of the claim in writing; and, (ii) the Indemnified Person and Indemnified Party provide the Indemnifying Party with the assistance, information and authority necessary to perform the Indemnifying Party’s obligations under this AgreementSection. The Indemnified Person shall be entitled to participate at its option and expense through counsel of its own selection, and may join in any legal actions related to any such claims, demands, losses, damages, costs, expenses and penalties. The Indemnifying Party shall not be liable for enter into any claimssettlement which includes an admission of negligence or wrongdoing by any Indemnified Person, damages, or liabilities caused by without the sole negligence prior written consent of the such Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesPerson.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to Except as otherwise provided in this ---------------------- Agreement, each party shall indemnify, defend, defend and hold harmless the other Party (the “Indemnified Party”) party harmless from and against any and all actions, suits, claims, judgments, penalties, damages, losses or other expenses (including reasonable attorneys' fees and liabilities, including any and all expense and costs, legal other professionals' fees) to the extent arising from or otherwise, caused by relating to the negligent act negligence or omission of the Indemnifying Party, its subcontractors, agentswillful misconduct of, or employeesbreach of this Agreement by, incurred by the Indemnified Party in indemnifying party. In the investigation and defense event of any claim, demand, or action arising out of the work performed claim for indemnification under this Agreement; including breach , the party seeking indemnification (the "Claimant") shall promptly give notice to the other party (the "Indemnifying Party") of its claim for indemnification. In no event, however, shall any failure by the Claimant to give such prompt notice relieve the Indemnifying Party of this Agreementits indemnification obligations unless the Indemnifying Party is materially prejudiced by such failure. The Indemnifying Party shall not be liable for will have the right at any claimstime, damagesby notice to the Claimant, or liabilities caused by the sole negligence to assume control of the Indemnified Partydefense of any third-party claim with counsel of its choice, its subcontractors, agents, or employeeswhich counsel must be reasonably acceptable to the Claimant. The Indemnified Party shall notify promptly If the Indemnifying Party of assumes control of, and diligently proceeds with, the existence defense of any third-party claim, demand, or other matter to which the Claimant shall: (i) reasonably cooperate with the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also ; (ii) have the right to fully participate in the defensedefense at its own expense; (iii) not admit any liability with respect to, or settle, compromise or discharge, the third-party claim without the Indemnifying Party's prior written consent; and (iv) agree to any settlement, compromise or discharge of the third-party claim which the Indemnifying Party may recommend and which releases the Claimant completely from such claim. If the Indemnifying PartyParty does not assume control of, within a reasonable time after this noticeor diligently proceed with, fails the defense of the third-party claim, the Indemnifying Party shall be bound by the results obtained by the Claimant with respect to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party (a) Subject to written notice of such claim for indemnification being given to such party within the “Indemnifying Party”appropriate survival period referred to in Section 4.2 and further subject to the proviso set forth in clause (ii) below, the Company covenants and agrees to indemnify, defenddefend and hold harmless Buyer and its affiliates and their respective stockholders, directors, officers, employees, agents, successors and assigns, and Buyer covenants and agrees to indemnify, defend and hold harmless the other Party (the “Indemnified Party”) Company and its affiliates and their respective stockholders, directors, officers, employees, agents, successors and assigns from and against against: (i) all losses, damages, liabilities, deficiencies, obligations, costs and expenses resulting from or arising out of any and misrepresentation or breach of warranty or any nonperformance or breach of any covenant or agreement of such indemnifying party contained in this Agreement; and (ii) all claims, damagesactions, suits, proceedings, demands, Judgments, assessments, fines, interest, penalties, costs and liabilitiesexpenses (including, including without limitation, settlement costs and reasonable legal, accounting, experts and other fees, costs and expenses) incident or relating to or resulting from any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Partyforegoing. (b) Any party entitled to indemnification under Section 4.1(a) (an "indemnified party") seeking indemnification from a party obligated to indemnify ----------------- such party under Section 4.1(a) (an "indemnifying party") shall give prompt ------------------ notice to the indemnifying party of any claim as to which indemnification is sought and will give the indemnifying party the right to participate in and, if it so desires, to control, at its subcontractorsown expense, agents, or employees, incurred by the Indemnified Party in conduct of the investigation and defense of any claim, demand, or action such claim and any litigation arising out of such claim, with counsel reasonably satisfactory to the work performed under this Agreement; including breach indemnified party. Notwithstanding an indemnifying party's election to assume control of the Indemnifying Party defense of this Agreementsuch claim, the indemnified party shall have the right to employ separate counsel and to participate in the defense of such claim, and the indemnifying party shall bear the reasonable fees and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such claim include both the indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such claim on behalf of the indemnified party) or (iii) the indemnifying party has failed to retain counsel reasonably satisfactory to the indemnified party within a reasonable time of the notice of the claim. The Indemnifying Party An indemnifying party shall not be liable for any claimssettlement of any action or claim effected without its consent, damageswhich consent shall not be unreasonably withheld. If an indemnifying party assumes the defense of a claim, or liabilities caused no settlement thereof may be effected without the indemnified party's consent unless the sole relief is monetary damages that are to be paid in full by the sole negligence of the Indemnified Party, its subcontractors, agents, indemnifying party and there is no finding or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence admission of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel violation of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partieslaw.

Mutual Indemnification. Each Subject to the terms and conditions of this CMA, including those set forth in Section 10.2 and Section 10.3, each Party (the as “Indemnifying Party”) agrees to shall indemnify, defend, defend and hold harmless the other Party and its Representatives/officers, directors, employees, agents, Affiliates, successors and permitted assigns (the collectively, “Indemnified Party”) from and against any and all claimslosses, damages, and liabilities, including any and all expense and deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, legal or otherwiseexpenses of whatever kind, caused including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this CMA and the cost of pursuing any insurance providers (collectively, “Losses”), arising out or resulting from any third-party Claim alleging: (a) a material breach or non-fulfillment of any representation, warranty or covenant under this CMA or the Quality Agreement by the Indemnifying Party or Indemnifying Party’s Personnel; (b) any negligent or more culpable act or omission of Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the Indemnifying Partyperformance of this CMA or the Quality Agreement; (c) any bodily injury, its subcontractors, agents, death of any Person or employees, incurred damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party or its Personnel; (d) any failure by Indemnifying Party or its Personnel to materially comply with any applicable Laws (provided that, for the purposes of this Section 10(d), Seller shall be responsible for any Excused Violation); or (e) any claim made by any employee, agent or representative of Seller or any other Service Provider against an Indemnified Party relating in any way to such employee’s, agent’s or representative’s involvement in the investigation and defense of Services (it being understood that, for any claim, demand, or action arising out of the work performed claims under this Agreement; including breach of Section 10.1(e), Seller shall be the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Partybe Buyer or any of its Representatives/officers, within a reasonable time after this noticedirectors, fails to take appropriate steps to settle employees, agents, Affiliates, successors or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, permitted assigns, and heirs of the Parties).

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all third party claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, apply and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times always also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. (a) Each Party party (the “each, an "Indemnifying Party”") shall and hereby agrees to indemnify, defend, indemnify and hold harmless the other party and each of its officers, directors, employees and agents (each, an "Indemnitee") against and in respect of any loss, debt, liability, damage, obligation, claim, demand, judgment or settlement of any nature or kind, known or unknown, liquidated or unliquidated, including without limitation all reasonable costs and expenses incurred (legal, accounting or otherwise)(collectively, "Damages") arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third party (a "Claim") based upon any breach of any representation, warranty, undertaking or other obligation of such Indemnifying Party under this Agreement. (b) RG shall and hereby agrees to defend, indemnify and hold harmless WFM against and in respect of any Damages arising out of a Claim based upon any alleged defect or breach of warranty of merchantability or fitness of any RG Product. (c) The Indemnifying Party shall defend any action or suit brought against the “Indemnified Party”) from and against Indemnitee for any and all loss, cost, claim, liability, damage or expense including reasonable attorney's fees relating to or arising out of the performance of this Agreement. The Indemnitee shall notify the Indemnifying Party promptly, in writing, of any written claims, damages, and liabilities, including any and all expense and costs, legal lawsuits or otherwise, caused by demands for which the negligent act or omission of indemnified party alleges that the Indemnifying Party, its subcontractors, agents, Party is responsible under this Section 9. The Indemnitee shall cooperate in every reasonable matter with the defense or employees, incurred by the Indemnified Party in the investigation and defense settlement of any such claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreementlawsuit. The Indemnifying Party shall not be liable under this Section 9 for any claims, damages, or liabilities caused settlement by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence Indemnitee of any claim, demand, demand or other matter to which lawsuit unless the Indemnifying Party’s indemnification obligations would applyParty has approved the settlement in advance or unless the Indemnifying Party has approved the settlement in advance or unless defense of the claim, demand or lawsuit has been tendered to the Indemnifying Party in writing and shall give them a reasonable opportunity the Indemnifying Party has failed promptly to settle or defend undertake the same at their own expense and defense. The Indemnitee may participate in the defense of the matter, with counsel of their own selectionthe choosing of the Indemnitee, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, cost of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesIndemnitee.

Mutual Indemnification. 7.1 Each Party shall indemnify and hold the other Party harmless against all loss, liability, judgments, settlements, penalties and expenses, including reasonable attorneys’ fees, court costs and other expenses of any litigation or administrative proceeding, incurred by or imposed on such Party in connection with any breach by the other Party, its employees or its representatives of any of its obligations and/or representations hereunder, other than in the event of such Party’s own gross negligence or willful misconduct, and at such other Party’s sole option, the indemnifying Party shall defend the other Party in any litigation or administrative proceeding in connection therewith; provided, however, if any settlement requires more than payment of money by the indemnifying party the written consent of the indemnified party shall be a condition precedent to such a settlement. IN NO EVENT SHALL PLACEMENT AGENT BE LIABLE TO COMPANY FOR (A) MORE THAN THE AMOUNT OF THE FEES RECEIVED BY PLACEMENT AGENT OR (B) FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION LOST PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, WHETHER BASED IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), OR OTHERWISE. 7.2 Promptly after learning of the occurrence of any event which may give rise to its rights under the provisions of this Section 12, any Party seeking to enforce such rights (a “Claiming Person”) shall give written notice of such matter to a Party against whom enforcement of such rights is sought (the “Indemnifying Party”) agrees to indemnify). The Claiming Person shall cooperate, defend, and hold harmless at the other Party (the “Indemnified Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party (including without limitation payment of this Agreementthe attorneys fees of the Claiming Person) with the Indemnifying Party in the negotiation, compromise, and defense or any such matter. The Indemnifying Party shall not be liable for any claimsin charge of and control such negotiations, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, compromise and defense and shall give them a reasonable opportunity have the right to settle or defend the same at their own expense and select counsel with counsel of their own selectionrespect thereto, provided that the Indemnified Indemnifying Party shall at promptly notify the Claiming Person of all times also have the right to fully participate developments in the defensematter. If In no event shall the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle any such matter without the claim, demand, or other matter on behalf, for the account, and at the risk, prior consent of the Indemnifying Party. The rights and obligations of the Parties under this Article Claiming Person, which shall not be binding upon and inure to the benefit of bound by any successors, assigns, and heirs of the Partiessuch compromise or settlement absent its prior consent.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s 's indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article section shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, shall indemnify and hold harmless the other Party (the “Indemnified Party”and its members, directors, employees, agents and representatives) harmless from and against any and all claims, liabilities, damages, and liabilitiestaxes, fines, repayment obligations, or expenses, including court costs and reasonable attorneys’ fees (collectively, “Claims”) arising from any and all expense and costs, legal or otherwise, caused by the negligent act or omission of by the Indemnifying indemnifying Party or its employees or agents (excepting the indemnified Party, its subcontractors, agents), or employees, incurred by from the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including indemnifying Party’s material breach of the Indemnifying Party of this Agreement. The Indemnifying Without limiting the generality of the foregoing, each Party shall not be liable for expressly agrees to indemnify and hold the other Party (and its members, directors, employees, agents and representatives) harmless from any claims, damages, and all Claims arising from or liabilities caused relating to: (a) any goods and/or services provided by or on behalf of the indemnifying Party; (b) any other work engaged in by the sole negligence indemnifying Party outside of this Agreement; and/or (c) the indemnifying Party’s compliance with federal and state laws (including but not limited to Medicare and Medicaid requirements) relating to the indemnifying Party’s submission or assignment of claims to government payors or third-party payors. Notwithstanding the foregoing, indemnity obligations under this Section shall only apply to any costs or expenses incurred by the indemnified Parties which are not covered or coverable by applicable liability insurance. In the event the indemnity provisions of this Section are interpreted to reduce any insurance coverage to which any Party would otherwise be entitled in the absence of such provisions, they shall be deemed inoperative and not a part of this Agreement. This Section shall survive the termination of this Agreement for the period of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party applicable statute of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partieslimitations.

Mutual Indemnification. Each Party (the “Indemnifying Party”) party hereby agrees to indemnifysave, defend, indemnify and hold harmless the other Party (the “Indemnified Party”) party and its officers, directors, employees, consultants and agents from and against any and all claimslosses, damages, and liabilities, including any and all expense expenses and costs, including reasonable legal or otherwiseexpense and attorneys' fees ("Losses"), caused by to which the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense indemnified party may become subject as a result of any claim, demand, action or action arising other proceeding by any Third Party to the extent such Losses arise directly or indirectly out of (a) [***] the work performed indemnifying party hereunder, or (b) [***] by such indemnified party or sublicensees, except to the extent such Losses result from the gross negligence or willful misconduct of the party claiming a right of indemnification under this Agreement; including breach Section 9.9. In the event either party seeks indemnification under this Section 9.9, it will inform the other party of a claim as soon as reasonably practicable after it receives notice of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claimsclaim, damages, or liabilities caused by will permit the sole negligence other party to assume direction and control of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party defense of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have claim (including the right to fully participate settle the claim 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. solely for monetary consideration), and will cooperate as requested (at the expense of the other party) in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend defense of the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. (i) Each Party of ExteNet and Licensee (the as “Indemnifying Party”) hereby agrees to indemnify, defend, defend and hold harmless the other Party (the as “Indemnified PartyIndemnitee”) from and against any third party demand, claim, action, suit or proceeding (“Claim”) and all claimsany resulting loss, damagesliability, and liabilitiescost, expense or fine, including any court and all expense appeal costs and costsreasonable attorneys' fees and expenses (“Losses”), legal or otherwise, that are caused by or arise out of the actual or alleged acts or omissions, whether negligent act or omission willful, of the Indemnifying Party, its subcontractorspersonnel, agentsagents or contractors, in connection with the performance under this Agreement or employeesotherwise in connection with the construction (including any excavation), incurred installation, operation, maintenance or use of the ExteNet Cable or the Licensed Fiber or any equipment or facilities interconnected or associated therewith. (ii) Notwithstanding the foregoing, each party’s respective obligations as an Indemnifying Party under paragraph (i) above shall not include any liability or obligation to defend: (a) to the extent that Losses arise out of or are caused by the Indemnified Party in Indemnitee’s intentional misconduct and/or gross negligence; (b) to the investigation and extent that the defense of any claim, demandClaim is prejudiced, or action arising out the resulting Losses are caused by the Indemnitee’s failure or refusal to provide the Indemnifying Party with timely notice of the work performed under this Agreement; including breach Claim, or to cooperate in the defense thereof, or are caused by the Indemnitee entering into a settlement or compromise of the Claim without the prior written approval of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, Party; or (c) to the extent that Losses result from the Indemnitee’s failure or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly refusal to take commercially reasonable actions as the Indemnifying Party of the existence of any claimmay request, demand, or other matter to which and at the Indemnifying Party’s indemnification obligations would applysole cost and expense, and in order to mitigate or lessen such Losses. (iii) The Indemnitee shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after Party timely written notice of any Claim covered by this notice, fails Section 5. The Indemnitee shall tender the defense of the Claim to take appropriate steps to settle or defend the claim, demand, or Indemnifying Party and such defense shall be carried out under the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, control and at the riskexpense of, of the Indemnifying Party. The rights Indemnitee may participate in the defense of a Claim at any time, provided that, during all periods in which such defense has been assumed and obligations is being carried out by the Indemnifying Party with qualified counsel, the incremental costs of the Parties Indemnitee’s participation shall be at its own expense. The Indemnifying Party may not agree to any settlement of Claims affecting the Indemnitee’s operations or finances without the Indemnitee’s prior written approval, provided that if such approval is unreasonably withheld or delayed, then the Indemnifying Party’s obligations under this Article Section 5 shall be binding upon and inure limited to the benefit Losses that would have been incurred if such settlement had been approved. (iv) Notwithstanding anything herein to the contrary, Licensee shall also indemnify ExteNet against any third party claims or charges comprising pass-throughs of any successors, assigns, and heirs property taxes imposed upon structures located in the ROW by reason of the PartiesExteNet’s attachments of facilities to such structures or improvements made to such structures in order to accommodate such attachments.

Mutual Indemnification. Each Party party (the “Indemnifying Party”) agrees shall, to indemnifythe extent caused by the indemnifying party’s negligent act or omission, defend, indemnify and hold harmless the other Party party, its respective directors, shareholders, employees and officers (the collectively, “Indemnified PartyParties”) from and against all third-party claims, losses, liabilities (including negligence, tort and strict liability), damages, judgments, suits and all legal proceedings, and any and all claims, damages, costs and liabilities, expenses in connection therewith (including any interest, penalties, fines and all expense reasonable legal fees and costsdisbursements) (individually, legal a “Claim” or otherwisecollectively, caused “Claims”) arising out of or in any manner connected with any breach of any representation, covenant or other obligation of the Indemnifying Party contained herein. A party seeking indemnity from the other party shall promptly notify the other party of any Claim and shall provide information, assistance and cooperation in defending against such Claim at the Indemnifying Party’s sole cost and expense. Any such notification shall be in writing and directed to the person designated in the “Notification” paragraph hereof. In addition, an Indemnified Party shall have the right to participate in the defense of any Claim, suit or proceeding at its own sole cost and expense. No claim against an Indemnifying Party shall be settled or resolved unless presented to and approved in advance by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by who’s approval shall not be unreasonably withheld. The right to indemnity provided for in this paragraph is subject to the Indemnified Party in non-breaching party’s notification to the investigation and defense alleged breaching party of any claim, demand, or action arising out of the work performed under this Agreement; including known breach of the Indemnifying Party provisions hereof within ten (10) days of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence knowledge of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would applybreach, and shall give them a reasonable opportunity to settle or defend providing the same at their own expense and alleged breaching party with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails within which to take appropriate steps to settle or defend correct the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the accountalleged breach, and at the risk, provide evidence of the Indemnifying Partyany such correction. The rights and obligations of the Parties under this Article right to correct a breach provided for herein shall be binding upon and inure not apply to the benefit Nondisclosure provisions of any successors, assigns, and heirs of the Parties.these ToS.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to party will indemnify, defend, and hold harmless and defend the other Party (the “Indemnified Party”) party to this BAA from and against any and all claims, damageslosses, and liabilities, costs and other expenses, including reasonable attorney’s fees, incurred as a result of, or arising directly out of or in connection with: (i) any misrepresentation or non-fulfillment of any undertaking on the part of the party pursuant to this BAA; and all expense (ii) any claims, demands, awards, judgments, actions and costsproceedings made by any person or organization arising out of or connected with the party’s performance under this BAA, legal or otherwiseprovided however, a party’s liability hereunder shall be limited to recovery of actual compensatory damages in an amount not to exceed amounts paid by XXX under the CCA. In no event will a party be responsible for any damages caused by the negligent act or omission failure of the Indemnifying Partyother party to perform its responsibilities or other consequential, its subcontractorsspecial, agentsincidental, indirect, exemplary, or employeespunitive damages, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out even if such party has been advised of the work performed under this Agreement; including breach possibility of the Indemnifying Party of this Agreementsuch damages. The Indemnifying Party shall not be liable for any claimsLIMITATION OF LIABILITY Section 1. DAMAGES. NO PARTY SHALL BE LIABLE TO ANOTHER PARTY HERETO FOR ANY INCIDENTAL, damagesCONSEQUENTIAL, or liabilities caused by the sole negligence of the Indemnified PartySPECIAL, its subcontractorsOR PUNITIVE DAMAGES OF ANY KIND OR NATURE RELATING TO OR ARISING FROM THE PERFORMANCE OR BREACH OF OBLIGATIONS SET FORTH IN THIS BAA, agentsWHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claimTORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), demandOR OTHERWISE, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesEVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

Mutual Indemnification. Each Party (the “Indemnifying Party”) party agrees to indemnify, defend, indemnify and hold save harmless the other Party (the “Indemnified Party”) against and from and against any and all claimsclaims by and on behalf of any persons, damagesfirms or corporations, arising from the conduct or management of, from any work or thing done by or on behalf of the other (indemnifying) party in or about, or its activities upon or (in the case of Tenant) occupancy of the Leased Property during the term of this Lease. Each party agrees to indemnify and liabilities, including save the other party harmless against and from any and all expense claims arising from any breach or default on the part of the indemnifying party in the performance of any covenant or agreement on the part of such indemnifying party to be performance of any covenant or agreement on the part of such indemnifying party to be performed pursuant to the terms of this Lease, or from any violation or failure to comply with any law, ordinance or regulation, or from any act or negligence of such party, or any of its agents, contractors, servants, employees, licensees, or invitees or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation, occurring during the Term of this Lease, in or about the Land, Improvements or Leased Property, or upon or under the sidewalks and the land adjacent to the Leased Property. “To indemnify” includes all costs, legal reasonable and necessary attorneys and other advisor’s fees, expenses and liabilities incurred in or otherwise, caused about any such claim or action or proceeding brought. If any action or proceeding is brought against one party by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense reason of any such claim, demand, the indemnifying party upon notice from the indemnified party covenants to contest or defend such action arising out of or proceeding by counsel reasonably satisfactory to the work performed under this Agreement; including breach of the Indemnifying Party indemnified party. The terms of this Agreement. The Indemnifying Party paragraph shall not be liable for any claims, damages, or liabilities caused by survive the sole negligence termination of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesLease.

Mutual Indemnification. Each Party party (the “"Indemnifying Party”") agrees to indemnify, defend, indemnify and hold save harmless the other Party (the “"Indemnified Party”") against and from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused of the following if not covered by the negligent act insurance to be maintained pursuant to Section 10 hereof: claims by and on behalf of any persons, firms or omission corporations, arising from the conduct or management of, from any work or thing whatsoever done by or on behalf of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in or about, of its activities upon or (in the investigation case of Tenant) occupancy, the Leased Premises during the Term of this Lease, and defense of will further indemnify and save the Indemnified Party harmless against and from any claim, demand, and all claims arising from any breach or action arising out of default on the work performed under this Agreement; including breach part of the Indemnifying Party in the performance of any covenant or agreement on the part of such Indemnifying Party to be performed pursuant to the terms of this Agreement. The Indemnifying Party shall not be liable for any claims, damagesLease, or liabilities caused by the sole from any violation or failure to comply with any law, ordinance or regulation, or from any act or negligence of such Indemnifying Party, or any of its agents, contractors, servants, employees, licensees, or invitees or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation, occurring during the Term of this Lease, in or about the Leased Premises, or upon or under the sidewalks and the land adjacent thereto, and from and against all costs, reasonable and necessary counsel fees, expense and liabilities incurred in or about any such claim or action or proceeding brought thereon, and in case any action or proceeding is brought against the Indemnified PartyParty by reason of any such claim, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that upon notice from the Indemnified Party shall at all times also have covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the right Indemnified party. Landlord's liability is limited to fully participate Landlords interest in the defenseLeased Premises and will be canceled automatically upon any failure by Tenant to maintain in full force and effect (for such period as Tenant has failed to maintain such insurance) all insurance required to be furnished by Tenant under the provisions of this Lease. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The Each party hereto waives indemnification rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit extent such party receives the proceeds of any successors, assigns, and heirs of the Partiesinsurance.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, shall indemnify and hold harmless the other Party (the “Indemnified Party”and its members, directors, employees, agents and representatives) harmless from and against any and all claims, liabilities, damages, and liabilitiestaxes, fines, repayment obligations, or expenses, including court costs and reasonable attorneys’ fees (collectively, “Claims”), arising from any and all expense and costs, legal or otherwise, caused by the negligent act or omission of by the Indemnifying indemnifying Party or its employees or agents (excepting the indemnified Party, its subcontractors, agents), or employees, incurred by from the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including indemnifying Party’s material breach of the Indemnifying Party of this Agreement. The Indemnifying Without limiting the generality of the foregoing, each Party shall not be liable for expressly agrees to indemnify and hold the other Party (and its members, directors, employees, agents and representatives) harmless from any claims, damages, and all Claims arising from or liabilities caused relating to: (a) any goods and/or services provided by or on behalf of the indemnifying Party; (b) any other work engaged in by the sole negligence indemnifying Party outside of this Agreement; and/or (c) the indemnifying Party’s compliance with federal and state laws (including but not limited to Medicare and Medicaid requirements) relating to the indemnifying Party’s submission or assignment of claims to government payors or third-party payors. Notwithstanding the foregoing, indemnity obligations under this Section shall only apply to any costs or expenses incurred by the indemnified Parties which are not covered or coverable by applicable liability insurance. In the event the indemnity provisions of this Section are interpreted to reduce any insurance coverage to which any Party would otherwise be entitled in the absence of such provisions, they shall be deemed inoperative and not a part of this Agreement. This Section shall survive the termination of this Agreement for the period of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party applicable statute of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partieslimitations.

Mutual Indemnification. Each Party has agreed to defend, indemnify, and hold harmless the other Party as set forth below. Except to the extent caused by the gross negligence or willful misconduct of the Party being indemnified under this Section, or its agents, employees, officers, directors, commissioners, representatives, independent contractors, and subcontractors of any tier (collectively, the “Indemnified Party”), the other Party to this Agreement (the “Indemnifying Party”) agrees to shall exonerate, hold harmless, indemnify, defend, and hold harmless defend the other Indemnified Party (the “Indemnified Party”) from and against any and all claims, damagesobligations, liabilities, demands, liens, charges, damages (whether direct, consequential, or other), suits or causes of action, judgments, awards, costs and expenses, including, but not limited to, court costs, consulting and expert witness fees, and liabilitiesreasonable attorney’s fees (with the legal counsel of the Indemnitee’s choosing), of whatever kind or nature that are in any manner directly or indirectly caused, occasioned or contributed to in whole or in part, through any act, omission, fault or negligence, whether active or passive, of the Indemnifying Party or its officers, agents, employees, directors, representatives, independent contractors, or subcontractors of any tier (“Indemnifying Party’s Representatives”), relating in any manner to (i) the performance of this Agreement, including without limitation any and all expense and costs, legal obligations as is relates to the Water Facilities; (ii) any work to be performed by any of the Indemnifying Party or otherwise, caused by the negligent act or omission any of the Indemnifying Party’s Representatives related to this Agreement; or (iii) any authority or obligation exercised or undertaken by the Indemnifying Party or any of the Indemnifying Party’s Representatives under this Agreement. Without limiting the generality of the foregoing, its subcontractors, agents, or employees, incurred by the Indemnifying Party’s obligation to indemnify the Indemnified Party in the investigation and defense of shall include injury or death to any claim, demandperson or persons, or action arising out of damage to any property, including the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence property of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties.

Mutual Indemnification. Each Party Subject to provisions of Section 10(f), each party (the “"Indemnifying Party”") agrees to indemnify, defend, indemnify and hold save harmless the other Party (the “"Indemnified Party”") against and from and against any and all claims, damages, and liabilities, including any and all expense and costs, legal or otherwise, caused of the following if not covered by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred insurance to be maintained by the Indemnified Party in the investigation Tenant pursuant to Section 10 hereof: claims by and defense on behalf of any claimpersons, demandfirms or corporations, arising from the conduct or action arising out of the management of, from any work performed under this Agreement; including breach or thing whatsoever done by or on behalf of the Indemnifying Party in or about, of its activities upon or (in the case of Tenant) occupancy, the Leased Premises during the Term of this Agreement. The Lease, and will further indemnify and save the Indemnified Party harmless against and from any and all claims arising from any breach or default on the part of the Indemnifying Party shall not in the performance of any covenant or agreement on the part of such Indemnifying Party to be liable for any claims, damagesperformed pursuant to the terms of this Lease, or liabilities caused by the sole from any violation or failure to comply with any law, ordinance or regulation, or from any act or negligence of such Indemnifying Party, or any of its agents, contractors, servants, employees, licensees, or invitees or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation, occurring during the Term of this Lease, in or about the Leased Premises, or upon or under the sidewalks and the land adjacent thereto, and from and against all costs, reasonable and necessary counsel fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon, and in case any action or proceeding is brought against the Indemnified Party by reason of any such claim, the Indemnifying Party upon notice from the Indemnified Party covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter Landlord's liability is limited to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate Landlord's interest in the defenseLeased Premises and will be cancelled automatically upon any failure by Tenant to maintain in full force and effect. If all insurance required to be furnished by Tenant under the Indemnifying Party, within a reasonable time after provisions of this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesLease.

Mutual Indemnification. Each Party (the “Indemnifying Party”) Insignia agrees to indemnify, defend, defend and hold harmless the other Party (the “Indemnified Party”) from NAM and against any its affiliated entities and all claimstheir respective shareholders, damagesdirectors, and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractorsemployees, agents, and representatives, against any loss, cost, damage or employeesexpense, incurred including reasonable attorney’s fees, resulting from a lawsuit or claim made or asserted against or involving NAM by the Indemnified Party in the investigation and defense of any claim, demand, or action third party arising out of the work performed under this Agreement; including Insignia’s breach of the Indemnifying Party or alleged breach of this Agreement. The Indemnifying Party shall not be liable , for any claimsclaims made by any of Insignia’s selling agents and for any claims made by any Insignia client related to performance of this Agreement (for the purposes of this paragraph, damageseach a “Third Party Claim”). Upon receipt of any such Third Party Claim, NAM shall promptly notify Insignia, and Insignia shall have the option to assume defense of such Third Party Claim directly and pay all expenses associated therewith (including reasonable attorneys’ fees), or liabilities caused by the sole negligence to leave defense of the Indemnified PartyThird Party Claim in the control of NAM, its subcontractorsand reimburse NAM for all costs, agentsliabilities, or employeesand expenses associated therewith, including reasonable attorneys’ fees. The Indemnified Party shall notify promptly If Insignia chooses to assume direct responsibility for the Indemnifying Party defense of the existence of any claimThird Party Claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and it shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate settle any such claims only with NAM’s consent, which consent shall not be unreasonably withheld. NAM agrees to indemnify, defend and hold harmless Insignia, and its affiliated entities and their respective shareholders, directors, employees, agents, and representatives, against any loss, cost, damage or expense, including attorney’s fees, resulting from a lawsuit or claim made or asserted against or involving Insignia by any third party arising out of NAM’s breach or alleged breach of this Agreement, other than for claims by any Insignia client related to performance of this Agreement (for the purposes of this paragraph, a “Third Party Claim”). Upon receipt of any such Third Party Claim, Insignia shall promptly NAM, and NAM shall have the option to assume defense of such Third Party Claim directly and pay all expenses associated therewith (including reasonable attorneys’ fees), or to leave defense of the Third Party Claim in the defensecontrol of Insignia, and reimburse Insignia for all costs, liabilities, and expenses associated therewith, including reasonable attorneys’ fees. If NAM chooses to assume direct responsibility for the Indemnifying Partydefense of the Third Party Claim, within a reasonable time after this notice, fails to take appropriate steps it shall have the right to settle any such claims only with Insignia’s consent, which consent shall not be unreasonably withheld. In the case of a breach by a NAM PPG retailer which causes harm to Insignia, NAM will either use commercially reasonable efforts to cure the breach by having the retailer perform as required by the contract or defend assign to Insignia the claim, demand, or right to enforce the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiescontract.

Mutual Indemnification. Each Party (the “Indemnifying Party”) party hereby agrees to indemnify, defend, protect and hold harmless the other Party (the “Indemnified Party”) party, its shareholders, officers, directors, employees and agents, from and against any and all claims, costs, suits, liabilities, damages, losses, demands and liabilitiesexpenses of every kind, including any but not limited to, attorney's fees and all expense and costsdisbursements, legal known or unknown, contingent or otherwise, caused by relating to (i) the negligent act or omission development, operation, maintenance and contents of its own site and business, (ii) taxes of every description, including, without limitation, federal, state and local taxes that arise as a result of the Indemnifying Partysale of products and services under the Agreement, excluding any taxes on the other party's income, and (iii) its subcontractorsown acts, agents, or omissions and representations (and those of its employees, incurred agents and contractors) under the Agreement (including, without limitation, any breach of a representation or warranty made by the Indemnified Party it in the investigation Agreement or any other material breach of the Agreement). In addition, RETAILER agrees to defend, indemnify and defense hold harmless each of DFS and its respective affiliated and subsidiary companies and their directors, officers and employees against all actions, claims, costs, damages or expenses incurred as a result of claims made by third parties against DFS alleging that the trademarks, tradenames, logos and branding of RETAILER or the advertising thereof infringes upon the intellectual property rights of any such Third Party. After either party obtains knowledge of any claim, demandaction, suit or action arising out of the work performed proceeding (collectively a “Claim”) for which it believes is entitled to indemnification under this Agreement; , it shall promptly notify the other party of such Claim in writing within ten (10) days after acquisition of such knowledge. Each party shall cooperate with the other in every reasonable manner (at the Indemnitor’s sole expense) to facilitate the defense of any Claim subject to indemnification hereunder. Indemnitee's failure to promptly notify Indemnitor of a Claim shall not relieve the Indemnitor from any liability under this Section 7 to the extent that Indemnitor is not materially adversely prejudiced by such delay. With respect to each such notice, the Indemnitor shall, at the Indemnitee's option, immediately take all action necessary to minimize any risk or loss to the Indemnitee, including breach retaining counsel satisfactory to the Indemnitee and shall take such other actions as are reasonably necessary to defend the Indemnitee or to discharge the indemnity obligations under this Section 7. If the Indemnitor does not timely and adequately conduct such defense, the Indemnitee may, at its option and at Indemnitor's expense, conduct such defense, contest, litigate or settle the Claim using counsel of its own choice without prejudice to its right of indemnification under this Section 7. The Indemnitor shall pay on demand any liability incurred by the Indemnitee under this Section 7. The Indemnitor shall not settle any claim in which the Indemnitee is named without the prior written consent of the Indemnifying Party of this Agreement. The Indemnifying Party Indemnitee, which consent shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employeesunreasonably withheld. The Indemnified Party Indemnitee shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate be represented by counsel at its own expense in any such contest, defense, litigation or settlement conducted by the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesIndemnitor.

Mutual Indemnification. Each Party party (the “"Indemnifying Party”") agrees to indemnify, defend, indemnify and hold save harmless the other Party (the “"Indemnified Party”") against and from and against any and all claims, damages, claims by and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the Indemnified Party in the investigation and defense on behalf of any claimpersons, demandfirms or corporations, arising from the conduct or action arising out of the management of, from any work performed under this Agreement; including breach or thing whatsoever done by or on behalf of the Indemnifying Party (which shall include, with respect to Xxxxxx's indemnity hereunder, Xxxxxx's sublessees and assigns) in or about, its activities upon or (in the case of Tenant) occupancy of, the Leased Premises (including any portion thereof occupied by any sublessee or assignee of Tenant) during the Tenn of this Agreement. The Lease, and will further indemnify and save the Indemnified Party harmless against and from any and all claims arising from any breach or default on the part of the Indemnifying Party shall not in the performance of any covenant or agreement on the part of such Indemnifying Party to be liable for any claims, damagesperformed pursuant to the terms of this Lease, or liabilities caused by the sole from any violation or failure to comply with any law, ordinance or regulation, or from any act or negligence of such Indemnifying Party, or any of its agents, contractors, servants, employees, licensees, or invitees or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation, occurring during the Term of this Lease, in or about the Leased Premises, or upon or under the sidewalks and the land adjacent thereto, and from and against all costs, reasonable and necessary counsel fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereon, and in case any action or proceeding is brought against the Indemnified Party by reason of any such claim, the Indemnifying Party upon notice from the Indemnified Party covenants to resist or defend such action or proceeding by counsel reasonably satisfactory to the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter Landlord's liability is limited to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate Landlord's interest in the defense. If Leased Premises and will be cancelled automatically upon any failure by Tenant to maintain in full force and effect all insurance required to be furnished by Tenant under the Indemnifying Party, within a reasonable time after provisions of this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesLease.

Mutual Indemnification. Each Party (the “Indemnifying Party”a) agrees to indemnify, defend, Distributor will indemnify and hold Company harmless the other Party (the “Indemnified Party”) from and against any loss, cost, damage, expense, or other liability, including, without limitation, reasonable costs and all claims, damages, and liabilities, including attorney fees (“Costs”) incurred in connection with any and all expense third Party claims, suits, investigations or enforcement actions (“Claims”) as a result of Distributor’s negligent acts, negligent omissions, or willful misconduct, or Distributor’s breach of this Agreement. (b) Company will indemnify and costs, legal or otherwise, caused hold Distributor harmless from and against any Costs for Claims incurred by the negligent act or omission Distributor as a result of Company’s manufacturing of the Indemnifying PartyProducts, its subcontractorsnegligent acts, agentsnegligent omissions, willful misconduct, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including Company’s breach of the Indemnifying Party of this Agreement. In addition, Company shall indemnify Distributor for the Costs for Claims incurred by Distributor in connection with: (i) any commercial products liability action; and (ii) any recall, quarantine, warning, or withdrawal of any Company product, (c) As a condition of indemnification, the Party seeking indemnification shall notify, to the extent possible under applicable law, the indemnifying Party in writing promptly upon learning of any Claim for which indemnification may be sought hereunder. The Indemnifying indemnifying Party shall have a right to participate in the defense of such Claim, and the Parties will cooperate in such defense. No Party shall have an obligation to indemnify the other Party as described herein with respect to any claim settled without the mutual written consent of both Parties, which consent shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiesunreasonably withheld.

Mutual Indemnification. Each Party (the “Indemnifying Party”) ARTERA and FAIRPOINT each agrees to indemnify, defend, and hold harmless the other Party party, its Affiliates, and each of its officers, directors, employees, agents, successors and assigns (collectively, the “"Indemnified Party”") from and against any and all losses, claims, damages, and liabilities, including costs and expenses (including, without limitation, reasonable attorneys' fees and other costs of defense of every kind whatsoever and the aggregate amount of any and all expense and costssettlement of any suit, legal claim or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by proceeding) which the Indemnified Party in may incur or for which the investigation and defense Indemnified Party may become liable on account of any claimsuit, demand, claim or action arising out of the work performed proceeding purporting to be based upon a failure to perform obligations under this Agreement; including breach of Agreement to be performed by the other party (the "Indemnifying Party") and its employees or agents. The Indemnified Party shall promptly advise the Indemnifying Party of this Agreementany such suit, claim or proceeding and shall cooperate with the Indemnifying Party in the defense or settlement of such suit, claim or proceedings. The Indemnifying Party shall select, retain and pay counsel in connection with any suit, claim or proceeding, subject to the Indemnified Party's consent, which shall not unreasonably be liable for any claims, damages, or liabilities caused withheld. No settlement shall be made by the sole negligence Indemnifying Party without the consent of the Indemnified Party, its subcontractorswhich consent shall not be unreasonably withheld. In any event, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate and cooperate in the defense. If defense of any Indemnified Claim and shall furnish to the Indemnifying PartyParty such information relating to such suit, within a reasonable time after this notice, fails to take appropriate steps to settle claim or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of proceeding as the Indemnifying Party. The rights and obligations of Party shall reasonably request for use in defending the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiessame.

Mutual Indemnification. Each Party (the “Indemnifying Party”) agrees to indemnify, defend, shall indemnify and hold harmless the other Party (the “Indemnified Party”and its members, directors, employees, agents and representatives) harmless from and against any and all claims, liabilities, damages, and liabilitiestaxes, fines, repayment obligations, or expenses, including court costs and reasonable attorneys’ fees (collectively, “Claims”), arising from any and all expense and costs, legal or otherwise, caused by the negligent act or omission of by the Indemnifying indemnifying Party or its employees or agents (excepting the indemnified Party, its subcontractors, agents), or employees, incurred by from the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including indemnifying Party’s material breach of the Indemnifying Party of this Agreement. The Indemnifying Without limiting the generality of the foregoing, each Party shall not be liable for expressly agrees to indemnify and hold the other Party (and its members, directors, employees, agents and representatives) harmless from any claims, damages, and all Claims arising from or liabilities caused relating to: (a) any goods and/or services provided by or on behalf of the indemnifying Party; (b) any other work engaged in by the sole negligence indemnifying Party outside of this Agreement; and/or (c) the indemnifying Party’s compliance with federal and state laws (including but not limited to Medicare and Medicaid requirements) relating to the indemnifying Party’s submission or assignment of claims to government payors or third-party payors. Notwithstanding the foregoing, indemnity obligations under this Section shall only apply to any costs or expenses incurred by the indemnified Parties which are not covered or coverable by applicable liability insurance. In the event the indemnity provisions of this Section are interpreted to reduce any insurance coverage to which any Party would otherwise be entitled in the absence of such provisions, they shall be deemed inoperative and not a part of this Agreement. This Section shall survive the termination of this Agreement for the period of the Indemnified Party, its subcontractors, agents, or employeesapplicable statute of limitations. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Parties11.

Mutual Indemnification. Each Party In connection with and in consideration of the matters contemplated in this Agreement, BCBSMO on the one hand, and NSI and NetMed collectively on the other hand (the “any such party, an "Indemnifying Party”) agrees to "), shall each indemnify, defend, save and hold harmless the other Party other, its and their subsidiaries, its and their respective employees, officers, directors, agents and representatives (collectively, the “"Indemnified Party”) Parties"), from and against any and all claimscosts, losses, liabilities, damages, lawsuits, deficiencies, claims and liabilitiesexpenses (whether or not arising out of third-party claims), including any including, INTER ALIA, interest, penalties, reasonable attorneys' fees and all expense reasonable amounts paid in investigation, defense or settlement of any of the foregoing (herein, the "Losses"), incurred in connection with or resulting from the activities conducted pursuant to this Agreement; PROVIDED, that neither of BCBSMO, on the one hand, or NSI and costsNetMed, legal on the other hand, shall be under any obligation to pay Losses to or otherwisefor the benefit of any Indemnified Party arising from the finally judicially determined negligence, gross negligence or willful misconduct of such Indemnified Party. If any claim is made against any Indemnified Party for which indemnification is sought hereunder, written notice shall be given to the Indemnifying Party as promptly as practicable; PROVIDED, that the failure of any Indemnified Party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. If within 30 days of receipt of such notice the negligent act or omission Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity hereunder in connection with such claims, then the Indemnifying Party shall be entitled, if it so elects, to take control of the defense and investigation of such claim and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's cost, its subcontractorsrisk and expense; PROVIDED, agents, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall may, at all times also have the right to fully its own cost, participate in the defenseinvestigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If Each party shall cooperate in all reasonable respects with the Indemnifying Partyother party and its attorneys in the investigation, within a reasonable time after this notice, fails to take appropriate steps to settle trial and defense of such lawsuit or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense action and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiesappeal arising therefrom.

Mutual Indemnification. Each Party Reseller shall be solely responsible for, and shall defend, indemnify and hold COMPANY harmless from, any and all claims, damages or lawsuits (including COMPANY’s reasonable attorneys’ fees and costs) arising out of acts or omissions of Reseller, its employees and its agents in the “Indemnifying Party”) performance of its obligations under this Agreement. COMPANY agrees to indemnify, defend, indemnify and hold Reseller harmless the other Party (the “Indemnified Party”) from and against any and all claims, damagesdamages and liabilities whatsoever, asserted by any person or entity, arising from any action of infringement in relation to any trade xxxx, patent, copyright (or for passing off) related to the Products. Any indemnification provided pursuant to the foregoing provisions shall include the payment of all reasonable attorney’s fees and liabilities, including any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, other costs incurred by the Indemnified Party in the investigation and defense of defending any such claim, demand, or action arising out of the work performed under this Agreement; including breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused by the sole negligence of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly inform the Indemnifying indemnifying Party in writing of any such claim, demand or suit and shall fully cooperate in the existence defense thereof. The Indemnified Party will not agree to the settlement of any claim, demanddemand or suit prior to the final judgment thereon without the consent of the Indemnifying Party, whose consent will not be unreasonably withheld. The Indemnified Party shall not by any act or other matter to which omission admit liability or otherwise prejudice or jeopardize the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity actual or potential defense to settle or defend the same at their own expense and with counsel of their own selection, provided that any claim. The said indemnity is subject to the Indemnified Party shall at Party’s duty to mitigate all times also have the right to fully participate in the defense. If the Indemnifying Partyof its said costs, within a reasonable time after this noticeexpenses, fails to take appropriate steps to settle damages or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiesliabilities.

Mutual Indemnification. (i) Each Party of ExteNet and City (the as “Indemnifying Party”) hereby agrees to indemnify, defend, defend and hold harmless the other Party (the as “Indemnified PartyIndemnitee”) from and against any third party demand, claim, action, suit or proceeding (“Claim”) and all claimsany resulting loss, damagesliability, and liabilitiescost, expense or fine, including any court and all expense appeal costs and costsreasonable attorneys' fees and expenses (“Losses”), legal or otherwise, that are caused by or arise out of the actual acts or omissions, whether negligent act or omission willful, of the Indemnifying Party, its subcontractorspersonnel, agentsagents or contractors, in connection with the performance under this Agreement or employeesotherwise in connection with the construction (including any excavation), incurred installation, operation, maintenance or use of the ExteNet Cable or the Licensed Fiber or any equipment or facilities interconnected or associated therewith. (ii) Notwithstanding the foregoing, each party’s respective obligations as an Indemnifying Party under paragraph (i) above shall not include any liability or DocuSign Envelope ID: 2C371833-6440-4320-BE59-6439F2AC6C37 obligation to defend: a. to the extent that Losses arise out of or are caused by the Indemnified Party in Indemnitee’s intentional misconduct and/or gross negligence; b. to the investigation and extent that the defense of any claim, demandClaim is prejudiced, or action arising out of the work performed under this Agreement; including breach of resulting Losses are caused by the Indemnitee’s failure or refusal to provide the Indemnifying Party with timely notice of this Agreement. The Indemnifying Party shall not be liable for any claims, damagesthe Claim, or liabilities caused by to cooperate in the sole negligence of defense thereof; or c. to the Indemnified Party, its subcontractors, agents, extent that Losses result from the Indemnitee’s failure or employees. The Indemnified Party shall notify promptly refusal to take commercially reasonable actions as the Indemnifying Party of the existence of any claimmay request, demand, or other matter to which and at the Indemnifying Party’s indemnification obligations would applysole cost and expense, and in order to mitigate or lessen such Losses. (iii) The Indemnitee shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after Party timely written notice of any Claim covered by this notice, fails Section 5. The Indemnitee shall tender the defense of the Claim to take appropriate steps to settle or defend the claim, demand, or Indemnifying Party and such defense shall be carried out under the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, control and at the riskexpense of, of the Indemnifying Party. The rights Indemnitee may participate in the defense of a Claim at any time, provided that, during all periods in which such defense has been assumed and obligations is being carried out by the Indemnifying Party with qualified counsel, the incremental costs of the Parties under this Article Indemnitee’s participation shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partiesat its own expense.

Mutual Indemnification. Each Party (a) Subject to written notice of such claim for indemnification being given to such party within the “Indemnifying Party”appropriate survival period referred to in Section 4.2 and further subject to the proviso set forth in clause (ii) below, the Company covenants and agrees to indemnify, defenddefend and hold harmless Buyer and its affiliates and their respective stockholders, directors, officers, employees, agents, successors and assigns, and Buyer covenants and agrees to indemnify, defend and hold harmless the other Party (the “Indemnified Party”) Company and its affiliates and their respective stockholders, directors, officers, employees, agents, successors and assigns from and against against: (i) all losses, damages, liabilities, deficiencies, obligations, costs and expenses resulting from or arising out of any and misrepresentation or breach of warranty or any nonperformance or breach of any covenant or agreement of such indemnifying party contained in this Agreement; and (ii) all claims, damagesactions, suits, proceedings, demands, Judgments, assessments, fines, interest, penalties, costs and liabilitiesexpenses (including, including without limitation, settlement costs and reasonable legal, accounting, experts and other fees, costs and expenses) incident or relating to or resulting from any and all expense and costs, legal or otherwise, caused by the negligent act or omission of the Indemnifying Partyforegoing. (b) Any party entitled to indemnification under Section 4.1(a) (an "indemnified party") seeking indemnification from a party obligated to indemnify such party under Section 4.1(a) (an "indemnifying party") shall give prompt notice to the indemnifying party of any claim as to which indemnification is sought and will give the indemnifying party the right to participate in and, if it so desires, to control, at its subcontractorsown expense, agents, or employees, incurred by the Indemnified Party in conduct of the investigation and defense of any claim, demand, or action such claim and any litigation arising out of such claim, with counsel reasonably satisfactory to the work performed under this Agreement; including breach indemnified party. Notwithstanding an indemnifying party's election to assume control of the Indemnifying Party defense of this Agreementsuch claim, the indemnified party shall have the right to employ separate counsel and to participate in the defense of such claim, and the indemnifying party shall bear the reasonable fees and expenses of such separate counsel if (i) the use of counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the actual or potential defendants in, or targets of, any such claim include both the indemnifying party and the indemnified party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party (in which case the indemnifying party shall not have the right to assume the defense of such claim on behalf of the indemnified party) or (iii) the indemnifying party has failed to retain counsel reasonably satisfactory to the indemnified party within a reasonable time of the notice of the claim. The Indemnifying Party An indemnifying party shall not be liable for any claimssettlement of any action or claim effected without its consent, damageswhich consent shall not be unreasonably withheld. If an indemnifying party assumes the defense of a claim, or liabilities caused no settlement thereof may be effected without the indemnified party's consent unless the sole relief is monetary damages that are to be paid in full by the sole negligence of the Indemnified Party, its subcontractors, agents, indemnifying party and there is no finding or employees. The Indemnified Party shall notify promptly the Indemnifying Party of the existence admission of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel violation of their own selection, provided that the Indemnified Party shall at all times also have the right to fully participate in the defense. If the Indemnifying Party, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the Partieslaw.

Mutual Indemnification. Each Party VLC and you (for the purposes of this section, either the “Indemnifying Party”Indemnified” or “Indemnifying” party, as appropriate) agrees agree to defend, indemnify, defend, and hold harmless the other Party (the “Indemnified Party”) one another and all successors and assigns, from and against any and all claims, losses, liability, obligations, damages, judgments, forfeitures, fines, penalties, actions, and liabilities, suits (including any reasonable attorney’s fees and all expense and costsexpenses awarded to a third party) which may be asserted or brought against the Indemnified party by a third party (each, legal or otherwisea “Claim”) alleging (a) (i) with respect to VLC as the Indemnifying party, caused by the negligent act or omission use of the Indemnifying PartyServices, its subcontractorsand/or (ii) with respect to you, agentsthe Company Data, as permitted hereunder infringes or misappropriates the intellectual property or other rights of a third party, or employees, incurred by the Indemnified Party in the investigation and defense of any claim, demand, or action (b) arising out of the work performed under this Agreement; including from a material breach of the Indemnifying Party of this Agreement. The Indemnifying Party shall not be liable for any claims, damages, or liabilities caused Agreement by the Indemnifying party, provided, however, in each case the Indemnified party (i) promptly gives written notice of a Claim to the Indemnifying party; (ii) gives sole negligence control of the Indemnified Party, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly defense and settlement of the Claim to the Indemnifying Party of the existence of any claim, demand, or other matter to which the Indemnifying Party’s indemnification obligations would apply, and shall give them a reasonable opportunity to settle or defend the same at their own expense and with counsel of their own selection, party (provided that the Indemnifying party may not settle any Claim unless the settlement unconditionally releases the Indemnified Party shall at party of all times also have the right to fully participate in the defense. If liability); and (iii) provides the Indemnifying Partyparty with all reasonable assistance, within a reasonable time after this noticeat the Indemnifying party’s expense. This Section states the Indemnifying party’s sole liability to, fails to take appropriate steps to settle or defend and the claim, demand, or the matterIndemnified party’s exclusive remedy against, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, party for the account, and at the risk, any type of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure to the benefit of any successors, assigns, and heirs of the PartiesClaim.

Mutual Indemnification. Each Party party (the “"Indemnifying Party”") hereby agrees to indemnifysave, defend, indemnify and hold harmless the other Party party and its officers, directors, employees, consultants and agents (the “"Indemnified Party”Parties") from and against any and all claimslosses, damages, and liabilities, including any and all expense expenses and costs, including reasonable legal or otherwiseexpense and attorneys' fees ("Losses"), caused by the negligent act or omission of the Indemnifying Party, its subcontractors, agents, or employees, incurred by the to which any Indemnified Party in the investigation and defense may become subject as a result of (a) any claim, demand, action or action arising other proceeding by any Third Party to the extent such Losses arise out of or result from the work performed Indemnifying Party's performance of its activities under this Agreement; including breach Agreement or the development, manufacture, use, handling, storage, sale or other disposition by the Indemnifying Party or any Affiliate or permitted sublicensee of any product or service resulting from the Collaboration, or (b) personal injury or property damage suffered by an Indemnified Party that results from the acts or omissions of the Indemnifying Party or its officers, directors, employees, consultants or agents in the course of performance of activities under this Agreement. The Indemnifying , whether or not such Indemnified Party shall not is found to be liable for any claimsconcurrently negligent, damages, or liabilities caused by except in the case and to the extent such Losses result from the sole negligence or willful misconduct of the Indemnified Party. In the event either party seeks indemnification under this Section 7.6, its subcontractors, agents, or employees. The Indemnified Party shall notify promptly it will inform the Indemnifying Party of a claim as soon as reasonably practicable after it receives notice of the existence claim, will permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and will cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. In no event will any Indemnified Party settle any such claim, demand, action or other matter to which proceeding without the Indemnifying Party’s indemnification obligations would apply's prior written consent. Notwithstanding the foregoing, and shall give them a reasonable opportunity to settle or defend in the same at their own expense and with counsel of their own selection, provided event that the Indemnified Party parties are held jointly and severally liable for Losses resulting from the matters described in clause (a) of this Section 7.6, the parties shall at all times also have the right to fully participate cooperate in the defensedefense of all litigation relating thereto and use all reasonable efforts to resolve the relative responsibility of each other to such Third Party amicably by negotiation with each other. If In the Indemnifying Partyevent that the parties are unable to resolve such relative responsibility in accordance with the preceding sentence, within a reasonable time after this notice, fails to take appropriate steps to settle or defend the claim, demand, or the matter, the Indemnified Party shall, upon written notice, have the right, but not the obligation, to undertake such settlement or defense and to compromise or settle the claim, demand, or other matter on behalf, for the account, and at the risk, of the Indemnifying Party. The rights and obligations of the Parties under this Article shall be binding upon and inure subject to the benefit of any successors, assigns, and heirs of the Partiesresolution in accordance with Article 9.