Common use of Release and Indemnity Clause in Contracts

Release and Indemnity. (a) Except as specifically set forth in this Agreement and without limiting the Parties’ rights and obligations under the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives (collectively, the “Service Provider Indemnitees”), and each Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider Indemnitees, from and against any and all third party claims, demands, complaints, liabilities, losses, damages and costs and expenses (including reasonable attorneys’ fees and expenses) (“Damages”) to the extent arising from, relating to or in connection with the use of any Service by such Service Recipient or any of its Affiliates or any other Person using such Service, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandis.

Release and Indemnity. (a) Except as specifically set forth Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Bank shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in this Agreement connection with the loss of any mortgage recording tax credits pertaining to any Refinancing Mortgage. Furthermore, and without limiting the Parties’ rights and limitation of any of Borrower’s obligations under the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives (collectively, the “Service Provider Indemnitees”Section 12.04(b), Borrower shall and each Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider Indemniteesthe Administrative Agent, each Bank and each other Indemnified Party from and against any and all third party losses, costs, claims, demands, complaintsdamages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnified Party incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnified Party or asserted against any Indemnified Party by any Person (including Borrower or any other Loan Party) in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 12.21 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, damages costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with any Refinancing Mortgage and costs and expenses (including reasonable attorneys’ fees and expensesii) (“Damages”) the assignment of any mortgage note in respect of any Refinancing Mortgage; provided that such indemnity shall not, as to any Indemnified Party, be available to the extent arising fromsuch losses, relating to claims, damages, liabilities or in connection with the use of any Service related expenses (A) result from a material breach by such Service Recipient or any Indemnified Party of its Affiliates obligations under the Loan Documents, or any other Person using such Service, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud bad faith or willful misconduct of Service Provider such Indemnified Party, in each case, as determined by a court of competent jurisdiction in a final, non-appealable judgment; (B) constitute special, indirect, incidental, consequential or punitive damages (as opposed to direct or actual damages); or (C) any of its Affiliates and Additional Providers; dispute solely among Indemnified Parties (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or except in connection with claims or disputes (1) against the gross negligence, fraud or willful misconduct of Service Provider Administrative Agent and/or any Bookrunner or any Lead Arranger in their respective capacities relating to whether the conditions to any advance have been satisfied, (2) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities with respect to a Defaulting Lender or the determination of its Affiliates whether a Bank is a Defaulting Lender, (3) against the Administrative Agent, any Bookrunner and/or any Lead Arranger in their respective capacities as such and Additional Providers. (b4) The indemnification obligations directly resulting from any act or omission on the part of General Partner, Borrower, any other Loan Party or any other Subsidiary of any of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandisforegoing).

Release and Indemnity. (a) Except as specifically set forth in this Agreement As material consideration to Landlord, Xxxxxx agrees that Landlord, its agents, successors-in-interest with respect to the Premises and without limiting their respective directors, officers, partners, members, employees, shareholders, agents and representatives and the Parties’ rights directors, officers, partners, members, employees, shareholders, agents and obligations under representatives of the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each partners or members of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives Landlord (collectively, the “Service Provider IndemniteesLandlord Indemnified Parties”)) shall not be liable to Tenant or any of the Tenant Parties for: (i) any damage to any property entrusted to employees of the Premises, Landlord or the Landlord Indemnified Parties, (ii) loss or damage to any property by theft or otherwise, (iii) consequential damages arising out of any loss of the use of the Premises or any equipment or facilities therein, or, (iv) except to the extent resulting from the negligence or willful misconduct of the Landlord Indemnified Parties and each Service Recipient hereby subject to the terms of the second (2nd) paragraph of Subparagraph 16 below, any injury or damage to person or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from pipes, appliances or plumbing work therein or from the roof, street, sub-surface or from any other place or resulting from dampness or any other causes whatsoever. Landlord and/or the Landlord Indemnified Parties shall not be liable for interference with light or other incorporeal hereditaments. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises and of defects therein or in the fixtures or equipment located therein. To the fullest extent permitted by law and except to the extent resulting from the negligence or willful misconduct of the Landlord Indemnified Parties, Xxxxxx agrees to indemnify, defend (with counsel satisfactory to Landlord) and hold harmless Service Provider IndemniteesLandlord and the Landlord Indemnified Parties from (i) all claims, actions liabilities, and proceedings arising from Tenant’s use of the Premises or the conduct of its business or from any activity, work or thing done, permitted or suffered by Tenant, its agents, contractors, sublessees, employees or invitees, in or about the Premises and against any breach or default in the performance of any obligation to be performed by Tenant under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant, or of its agents, contractors, employee or invitees, and (ii) any and all third party costs, attorneys’ fees, expenses and liabilities incurred with respect to any such claims, demands, complaintsactions, liabilities, lossesor proceedings, damages and costs in the event any actions or proceedings shall be brought against Landlord by reason of such claims, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel approved in writing by Landlord. Except as expressly provided in this Lease, Tenant hereby assumes all risk of damage to Tenant’s property or injury to person in, upon or about the Premises from any cause whatsoever, and Tenant hereby waives all its claims in respect thereof against Landlord. As used herein, the term “liabilities” shall include all suits, actions, claims and demands and all expenses (including reasonable attorneys’ fees and expensescosts of defense) (“Damages”) to the extent arising from, relating to incurred in or in connection with the use of about any Service by such Service Recipient liability and any action or proceeding brought thereon. If any of its Affiliates or any other Person using such Service, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 claim shall be made or any action or proceeding brought against Landlord on the basis of any liability described in accordance with this Paragraph 15, Tenant shall, upon notice from Landlord, defend the procedures set forth in Section 10.5 (Notices) of same at Tenant’s expense by counsel reasonably satisfactory to Landlord. It is understood that payment shall not be a condition precedent to recovery upon the Separation and Distribution Agreement, mutatis mutandisforegoing indemnity.

Release and Indemnity. (a) Except as specifically set forth If the Vendor after the Settlement Date carries out or causes to be carried out any Development Works in this Agreement and without limiting relation to any remaining portions of the Parties’ rights and obligations under Development Site (whether at the Separation and Distribution Agreementone time or in stages) the Purchaser: (i) each Service Recipient hereby releases Service Provider and each is aware that by reason of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives (collectively, the “Service Provider Indemnitees”), and each Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider Indemnitees, from and against any and all third party claims, demands, complaints, liabilities, losses, damages and costs and expenses (including reasonable attorneys’ fees and expenses) (“Damages”) physical proximity of the Land to the extent arising from, relating to other portions of the development that there exists the possibility that there will be interference disturbance disruption or in connection with inconvenience suffered sustained or incurred by the use Purchaser during the carrying out of any Service by such Service Recipient or any of its Affiliates or any other Person using such Service, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providersworks; (ii) each Service Provider hereby releases Service Recipient and each will not make any claim or demand or any objection or requisition or bring any claim or action, injunctive proceedings or any other proceedings of its Affiliates (collectivelyany description against the Vendor, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against or any and all Damages other person as a consequence of anything connected with any interference disturbance disruption and/or inconvenience occasioned to the extent arising from, relating to Purchaser in the use and/or enjoyment of the Land during the carrying out of such works; and (iii) does hereby absolutely and forever free release and discharge the Vendor from any action claim proceeding demand cost expense loss or in connection with damage which the gross negligence, fraud Purchaser may have or willful misconduct claim against the Vendor by reason of Service Provider or any of its Affiliates and Additional Providerssuch interference disturbance disruption and/or inconvenience. (b) If the Purchaser sells the Land and/or assigns its rights and interests under this Agreement, the Purchaser must ensure that the assignee(s) confer upon the Vendor, the respective rights conferred on it in this Special Condition 16. (c) The indemnification obligations Purchaser indemnifies the Vendor against all claims, costs, expenses, loss, damage and liability that any one or more of them may suffer or incur arising out of a breach of any of the Parties under this Agreement are separate provisions of Special Condition 16 by the Purchaser. (d) The Purchaser acknowledges that the Vendor holds the benefit of Special Condition 16 for itself and distinct from any indemnification obligations the Parties may have under the Separation on trust for its contractors and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance authorised agents with the procedures set forth intent that any one or more of them will be able to enforce those provisions against the Purchaser in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandistheir own name.

Release and Indemnity. Contractor understands that providing services for the District involves inherent risk, which could result in property damage, illness and/or bodily injury (a) Except up to and including death), and which includes risk of exposure to and infection by the novel coronavirus, COVID-19. Contractor understands that exposure and infection can result from the actions and/or omissions of Contractor, members of the public, and District employees, agents and contractors, and that infection could result in illness, bodily injury, permanent disability and/or death. Although the District has implemented preventive measures, such as specifically set forth in this Agreement participant screening, social distancing and without limiting sanitizing surfaces, to reduce the Parties’ rights spread of COVID-19, risk of exposure and obligations under the Separation infection cannot be eliminated entirely. In and Distribution Agreement: for good and valuable consideration, Contractor hereby (i) each Service Recipient hereby assumes the risk and all responsibility for Contractor’s health and safety when providing services for the District; (ii) waives and forever releases Service Provider the District and each its employees, agents and contractors from any and all claims (including those for illness and bodily injury) arising out of or relating in any way whatsoever to Contractor’s provision of services for the District, even though said claims may arise out of the negligence of the District and its Subsidiariesemployees, Affiliates, Third Party Service Providers agents and Representatives contractors; (collectively, iii) limits the “Service Provider Indemnitees”), District’s liability to the limits of the District’s insurance policy if the foregoing waiver and each Service Recipient hereby release is adjudged to be unenforceable; (iv) agrees to indemnifydefend, defend indemnify and hold the District and its employees, agents and contractors harmless Service Provider Indemnitees, from and against any and all third party claimsclaims (including those for illness and bodily injury), demandsdamages, complaints, liabilities, losses, damages and costs liabilities and expenses (including reasonable attorneys’ fees attorney fees) arising out of or relating in any whatsoever to Contractor’s provision of services for the District and/or Contractor’s breach of this Agreement; and expenses(v) (“Damages”) agrees to notify the extent arising fromDistrict if Contractor tests positive for COVID-19, relating has been exposed or potentially exposed to COVID-19, or in connection is experiencing symptoms associated with the use COVID-19, including, without limitation, fever, shortness of any Service by such Service Recipient or any of its Affiliates or any other Person using such Servicebreath, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”)cough, and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to loss of taste or smell. This Section 12 shall survive the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct termination of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation be fully applicable and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandisenforceable thereafter.

Release and Indemnity. (a) Except as specifically set forth in this Agreement PCTEL and without limiting its employees shall use the Parties’ rights and obligations Cafeteria under the Separation License at PCTEL's and Distribution Agreement: (i) each Service Recipient its employees' sole and entire risk, and PCTEL shall be solely responsible for the health and safety of all employees of PCTEL that use the Cafeteria. Accordingly, PCTEL hereby releases Service Provider releases, acquits and each of its Subsidiariesforever discharges Adaptec and Adaptec's directors, Affiliatespartners, Third Party Service Providers members, shareholders, officers and Representatives employees (collectively, the “Service Provider Indemnitees”"Adaptec Parties"), and each Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider Indemnitees, from and against any and all third party losses, costs, claims, demandsliabilities and damages arising from or relating in any manner to the License or PCTEL's or its employees' use of the Cafeteria. The foregoing release shall not apply for the benefit of an employee to the extent of such employee's gross negligence or willful misconduct, complaintsbut shall in all events apply with respect to all other Adaptec Parties without regard to the negligence or willful misconduct of any Adaptec employee. In addition, liabilitiesPCTEL shall indemnify, defend (with counsel reasonably satisfactory to Adaptec) and hold harmless Adaptec and all other Adaptec Parties from and against all losses, costs, claims, liabilities and damages and costs and expenses (including reasonable attorneys’ ' fees and expenses) (“Damages”) arising from or relating in any manner to the extent arising from, relating to License or in connection with the PCTEL's or its employees' use of any Service by such Service Recipient or any of its Affiliates or any other Person using such Servicethe Cafeteria, except to the extent that such Damages arise from, relate to or are in connection with of the gross negligence, fraud negligence or willful misconduct of Service Provider or any of its Affiliates an Adaptec Party. PCTEL acknowledges and Additional Providers; (ii) each Service Provider hereby releases Service Recipient intends that all released and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees indemnified parties shall be third party beneficiaries to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties PCTEL 's covenants under this Agreement are separate paragraph and distinct from any indemnification obligations that all such parties shall have the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant right to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandisenforce such covenants as provided herein.

Release and Indemnity. (a) Except as specifically set forth The Borrower and each other Loan Party hereby agrees, on behalf of itself and its Affiliates, that neither the Administrative Agent nor any Lender shall be responsible for any losses, costs or expenses incurred by any Loan Party or Affiliate thereof in this Agreement connection with the loss of any mortgage recording tax credits pertaining to the BankNote Property Mortgage. Furthermore, and without limiting limitation of any of the Parties’ rights and Borrower’s obligations under the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives (collectivelySection 10.04(b), the “Service Provider Indemnitees”), Borrower shall and each Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider Indemniteesthe Administrative Agent, each Lender and each other Indemnitee from and against any and all third party losses, costs, claims, demands, complaintsdamages, liabilities, deficiencies, judgments or expenses of every kind and nature (including, without limitation, amounts paid in settlement, court costs and the fees and the reasonable and documented fees, charges and disbursements of any counsel for any Indemnitee incurred in connection with any litigation, investigation, claim or proceeding or any advice rendered in connection therewith) actually incurred by any Indemnitee or asserted against any Indemnitee by any Person (including the Borrower or any other Loan Party) other than such Indemnitee and its Related Parties in connection with, arising out of, or by reason of, any of the transactions or arrangements contemplated under this Section 2.19 or any suit, cause of action, claim, arbitration, investigation or settlement, consent decree, subpoena or other proceeding relating thereto, including, without limitation, any losses, damages costs, claims, damages, liabilities, deficiencies, judgments or expenses resulting from (i) the failure of any Person to pay any mortgage recording taxes associated with the BankNote Property Mortgage and costs (ii) the assignment of the BankNote Property Mortgage and expenses (including reasonable attorneys’ fees and expenses) (“Damages”) any related splitting and/or assignment of any Indebtedness under the BankNote Property Mortgage Note; provided that such indemnity shall not, as to any Indemnitee, be available to the extent arising fromsuch losses, relating to claims, damages, liabilities or in connection with related expenses (A) result from a material breach of the use of any Service by such Service Recipient Loan Documents by, or any of its Affiliates or any other Person using such Servicethe bad faith, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud negligence or willful misconduct of, any Indemnitee, as determined by a court of Service Provider competent jurisdiction by final and nonappealable judgment; or any of its Affiliates and Additional Providers; (iiB) each Service Provider hereby releases Service Recipient and each of its Affiliates constitute indirect, special, incidental, consequential or punitive damages (collectively, the “Service Recipient Indemnitees”as opposed to direct or actual damages), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandis.

Release and Indemnity. (a) Except Effective as specifically set forth in this Agreement of the Closing, Buyer and without limiting the Parties’ rights Smithfield hereby release Sellers and obligations under the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each of its Subsidiaries, their respective Affiliates, Third Party Service Providers direct and indirect, shareholders, directors and officers, employees, agents and Representatives (collectively, the “Service Provider IndemniteesSeller Released Parties”) from any and all liabilities, actions, rights of action, contracts, indebtedness, obligations, claims, causes of action, suits, damages, demands, costs, expenses and attorneys’ fees whatsoever, of every kind and nature, known or unknown, disclosed or undisclosed, accrued or unaccrued, existing at any time (collectively, “Claims”), that Buyer, Smithfield and each Service Recipient their respective Affiliates and all such Persons’ respective successors or assigns, have or may have against any of the Seller Released Parties (including, but not limited to, Environmental Liabilities), other than Sellers’ Liabilities under Section 2.2 (with respect to the payment of disputed Cure Amounts), Section 3.4 (with respect to the post-Closing adjustments associated with the Final Net Working Capital Calculation), Section 4.2 (with respect to the Transition Services Agreement), Section 4.4 (with respect to the Capital Improvements Agreement), or those other provisions of this Agreement which expressly survive the Closing pursuant to Section 12 of this Agreement. At Closing, Buyer and Smithfield further hereby agrees agree to indemnify, defend and hold harmless Service Provider Indemnitees, and defend the Seller Released Parties from and against any and all third party claimsEnvironmental Liabilities. Effective as of the Closing, demandsSellers hereby release Buyer and Smithfield and their respective Affiliates, complaintsdirect and indirect, liabilitiesshareholders, lossesdirectors and officers, damages employees, agents and costs and expenses Representatives (including reasonable attorneys’ fees and expenses) (collectively, the “DamagesBuyer Released Parties”) to from any and all Claims that Sellers and their respective Affiliates and all such Persons’ respective successors or assigns, have or may have against any of the extent arising fromBuyer Released Parties, relating to other than Liabilities under this Agreement and Liabilities under the assumptions, indemnities and other documents and instruments delivered at or in connection with the use of any Service Closing by such Service Recipient Buyer, Smithfield, or any of the other Buyer Released Parties pursuant to Sections 2.2, 2.4, 3.4, 4.2, 4.4, or those other provisions of this Agreement which expressly survive the Closing pursuant to Section 12 of this Agreement, and other than rights against Smithfield and its Affiliates or any other Person using such Service, except associated with the settlement of unemployment tax liabilities relating to the extent that such Damages arise fromsale of property in Dubuque, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional ProvidersIowa. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandis.

Release and Indemnity. A. By execution of this Agreement, Ms. Mark xxx herself, her legal and other representatives, claimants, heirs and beneficiaries, forever waives and releases Azurix and its subsidiaries and affiliated companies (awhich for purposes of this Section 6.10(A) Except as specifically set forth shall include Enron and its subsidiaries and affiliated companies) from all rights, benefits payments and claims (including but not limited to statutory, tort or contractual claims) of any kind and nature to which Ms. Mark xx now or in this Agreement and without limiting the Parties’ rights and obligations under the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives (collectively, the “Service Provider Indemnitees”)future may be entitled, and each Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider Indemnitees, from and against any and all third party claims, demands, complaints, liabilities, losses, damages and costs and expenses (including reasonable attorneys’ fees and expenses) (“Damages”) to the extent arising from, relating to out of or in connection with the use of any Service by such Service Recipient Ms. Mark's employment with Azurix or any of its Affiliates subsidiaries or affiliated companies, and termination of Ms. Mark's employment, including but not limited to claims of race, sex, national origin, and religious discrimination, harassment, or retaliation in violation of Title VII of the Civil Rights Act, or any other Person using such Service, except to violations of the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectivelyAmericans With Disabilities Act, the “Service Recipient Indemnitees”Age Discrimination in Employment Act ("ADEA"), and each Service Provider hereby agrees to indemnifythe Texas Commission on Human Rights Act, defend the Equal Pay Act, and hold harmless Service Recipient Indemniteesthe Employee Retirement Income Security Act of 1974, from all as amended, and against any and all Damages to other state or federal statute, regulation or the extent arising fromcommon law (contract, relating to tort or in connection with the gross negligenceother), fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties except as may be specifically provided for under this Agreement are separate and distinct from any indemnification obligations or contained in the Parties may have under plan documents or grants of benefits to which Ms. Mark xx entitled according to the Separation and Distribution Agreement and there shall be no duplication of recovery under provisions hereof. It is specifically agreed that this Agreement and the Separation consideration Ms. Mark xxxl receive hereunder, constitute a complete settlement and Distribution Agreementrelease, and an absolute bar to any and all claims Ms. Mark xxx or may have against Azurix and its subsidiaries or affiliated companies, or its or their respective directors, officers, and employees, whether or not the same be presently known or suspected to be arising out of or in any manner connected with Ms. Mark's employment thereby or termination of employment with Azurix and its subsidiaries and affiliated companies, except as may be specifically provided for under this Agreement or continued in the plan documents or grants of benefits to which Ms. Mark xx entitled according to the provisions hereof. All claims for indemnification pursuant to THIS SECTION OF THE AGREEMENT APPLIES TO RIGHTS OR CLAIMS PURSUANT TO THE ADEA ONLY IN EXISTENCE ON OR BEFORE THE DATE OF PAYMENT OF CONSIDERATION AND REMUNERATION PROVIDED FOR HEREIN. MS. MARK ACKNOWLEDGES AND AGREES, AND REPRESENTS TO AZURIX THAT (i) SHE UNDERSTANDS THE EFFECT OF THE PROVISIONS OF THIS PARAGRAPH, (ii) SHE HAS HAD AT LEAST 21 DAYS IN WHICH TO CONSIDER THE EFFECT OF THE PROVISIONS OF THIS PARAGRAPH, AND (iii) SHE CONSULTED AN ATTORNEY PRIOR TO EXECUTING THIS AGREEMENT WITH RESPECT TO THE EFFECT OF THE PROVISIONS OF THIS PARAGRAPH AND HER EXECUTION OF THIS AGREEMENT. MS. MARK XXX XXXOKE THIS AGREEMENT DURING THE SEVEN-DAY PERIOD FOLLOWING THE DATE OF THIS AGREEMENT, WHEREUPON THIS AGREEMENT SHALL BE RESCINDED IN ITS ENTIRETY AND BECOME NULL AND VOID. B. Notwithstanding the above provisions of this Section 5.03 shall be made 6.10, if after termination of her employment, Ms. Mark xx named a party defendant in accordance a lawsuit involving actions performed by her on behalf of Azurix as an employee, director or officer of Azurix or its subsidiaries or affiliated companies, Ms. Mark xxxll continue to have the same rights of indemnification from Azurix with respect to such actions performed by her in those capacities, as the procedures set forth in Section 10.5 (Notices) rights of the Separation indemnification of employees, officers and Distribution Agreement, mutatis mutandisdirectors of Azurix that she had during her employment.

Release and Indemnity. Other than any Retained Claims, Parent hereby: (a) Except waives all rights of recovery against the Investors and the Non-Recourse Persons pursuant to, arising from, in connection with or related to this letter agreement, the Agreement or the transactions contemplated hereby or thereby or otherwise relating hereto or thereto; and (b) irrevocably releases the Investors and the Non-Recourse Persons from and with respect to any claim, known or unknown, contingent or otherwise, now existing or arising hereafter pursuant to, arising from, in connection with or related to this letter agreement, the Agreement or the transactions contemplated hereby or thereby or otherwise relating hereto or thereto. Parent and the Investors intend for this letter agreement to serve as specifically set forth in a complete defense to any claim released pursuant to this Agreement Section 6 against the Investors and without limiting the Parties’ rights Non-Recourse Persons. Parent agrees to indemnify and obligations under to hold harmless the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider Investors and each of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives Non-Recourse Person (collectively, the “Service Provider IndemniteesIndemnified Persons”), and each Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider Indemnitees, ) from and against any and all third party claims, demands, complaints, liabilities, losses, damages and damages, liabilities or expenses which may be suffered, incurred by or asserted against or involve the Indemnified Persons as a result of or arising out of or in any way related to the transactions described in this letter agreement, the Agreement or the transactions contemplated hereby or thereby. Parent further agrees to pay or reimburse to any Indemnified Person on demand for any legal or other fees, costs and expenses (including reasonable attorneys’ fees and expenses) (“Damages”) to incurred by the extent arising from, relating to or Indemnified Person in connection with the use investigating, defending or preparing to defend any such lawsuit, action or other proceeding. The provisions of any Service by such Service Recipient or any this Section 6 are intended to be independent of all other obligations of Parent hereunder and shall survive termination of this letter agreement. Parent agrees that no Indemnified Person shall be required to (but at its Affiliates or sole election, may) seek indemnification from any other Person using with respect to any matter for which such ServiceIndemnified Person is entitled to indemnification hereunder and agrees, except for the benefit of each Indemnified Person, to the extent that such Damages arise from, relate waive any right to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct contribution from any indemnification obligations such Indemnified Person; provided, however, that the Parties foregoing shall not be deemed to limit or waive any rights that Parent may have under against the Separation and Distribution Agreement and there shall be no duplication Investors for any breach of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandisletter agreement.

Release and Indemnity. (a) Except as specifically set forth in A. As a material part of the consideration for this Agreement Lease, Lessee, to the extent it may lawfully do so, waives and without limiting the Parties’ rights releases any and obligations under the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives (collectively, the “Service Provider Indemnitees”)all claims against Lessor for, and each Service Recipient hereby agrees to indemnify, defend and hold harmless Service Provider IndemniteesLessor, its affiliates, and its and their officers, agents and employees ("Indemnified Parties") from and against against, any and all third party claimsloss, demandsdamage (including, complaintswithout limitation, liabilitiespunitive or consequential damages), lossesinjury, damages and costs and expenses liability, claim, demand, cost or expense (including reasonable including, without limitation, attorneys’ ' fees and expensescourt costs), fine or penaIty (collectively, "Loss") incurred by any person (“Damages”including, without limitation, Lessor, Lessee, or any employee of Lessor or Lessee) and arising from or related to the extent arising from, relating to or in connection with the (i) any use of any Service the Premises by such Service Recipient Lessee or any invitee or licensee of its Affiliates or any other Person using such ServiceLessee, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient any act or emission of Lessee, its officers, agents, employees, licensees or invitees, or (iii) any breach of this Lease by Lessee. B. The foregoing release and each indemnity shall apply regardless of its Affiliates any negligence, misconduct or strict liability of any Indemnified Party, except that the indemnity, only, shall not apply to any Loss caused by the sole, active and direct negligence of any Indemnified Party if the Loss (collectivelyi) was not occasioned by fire or other casualty, or (ii) was not occasioned by water, including, without limitation, water damage due to the position, location, construction or condition of any structures or other improvements or facilities of any Indemnified Party. C. Where applicable to the Loss, the “Service Recipient Indemnitees”), liability provisions of any contract between Lessor and each Service Provider hereby agrees Lessee covering the carriage of shipments or trackage serving the Premises shall govern the Loss and shall supersede the provisions of this Section 12. D. No provision of this Lease with respect to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to insurance shall limit the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties under this Agreement are separate release and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication indemnity provisions of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandis12.

Release and Indemnity. (a) Except as specifically set forth in this Agreement You agree to release and without limiting forever discharge (to the Parties’ rights fullest extent permitted by applicable law) Licensor and obligations under the Separation its respective affiliates, licensors and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider suppliers, and each of their respective successors and assigns, from any and all claims, actions, causes of action, liabilities, damages, costs and expenses (including, without limitation, those for bodily injury and emotional distress) arising out of or related to the Purchased NFT, its Subsidiariesassociated Licensor IP, Affiliatesor your use of any of the foregoing. IF YOU ARE A CALIFORNIA RESIDENT, Third Party Service Providers YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH SECTION STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR .” (b) You further agree to indemnify and Representatives (collectivelyhold harmless Licensor and their respective affiliates, the “Service Provider Indemnitees”)licensors, and suppliers, and each Service Recipient hereby agrees to indemnifyof their respective officers, defend directors, employees, contractors, agents, licensors, suppliers, successors, and hold harmless Service Provider Indemniteesassigns, from and against any and third-party claim (including all third party claimsliabilities, demands, complaints, liabilitiesdamages, losses, damages and costs and expenses associated therewith) arising out of or related to: (including reasonable attorneys’ fees and expensesi) (“Damages”) to the extent arising fromPurchased NFT, relating to its associated Licensor IP, or in connection with the your use of any Service by such Service Recipient or any of its Affiliates or any other Person using such Service, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; foregoing; (ii) each Service Provider hereby releases Service Recipient and each your violation of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider this Agreement or any applicable law; or (iii) your violation of its Affiliates and Additional Providersany third party’s rights. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandis.

Release and Indemnity. (a) Except as specifically set forth in this Agreement and without Without limiting the Parties’ rights provisions of Section 5.01, except for claims of third parties against Purchaser or its successors or assigns, Purchaser on behalf of itself and obligations under the Separation Purchaser Related Parties (as defined below) waives its right to recover from the Seller and Distribution Agreement: its affiliates and their respective managers, members, partners, directors, officers, employees and agents (i) each Service Recipient hereby releases Service Provider and each of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives (collectively, collectively the “Service Provider IndemniteesSeller-Related Parties”), and each Service Recipient hereby agrees forever releases, covenants not to indemnifyxxx and discharges the Seller and the Seller Related Parties from, defend and hold harmless Service Provider Indemnitees, from and against any and all third party claimsdamages, demands, complaintsclaims, losses, liabilities, lossespenalties, damages and fines, liens, judgments, costs and or expenses (whatsoever, including reasonable attorneys’ fees and expenses) (“Damages”) costs, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the condition or operation of the Property, including, but not limited to, claims relating to the extent arising frompresence of any Hazardous Materials on, in, under or about the Property, claims relating to latent or in connection with the use of any Service by such Service Recipient or any of its Affiliates or any other Person using such Servicepatent construction defects, except claims relating to the extent that such Damages arise fromqualities, relate to or are characteristics and other items set forth in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates Section 5.01(b) and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages claims relating to the extent arising from, relating failure of Seller to or in connection disclose any information with respect to the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional ProvidersProperty. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures release set forth in Section 10.5 (Notices) 6.01(a), above, includes claims, liabilities and other matters of which Purchaser is presently unaware or which Purchaser does not presently suspect to exist which, if known by Purchaser, would materially affect Purchaser’s willingness to enter into the release and indemnification of the Separation Seller-Related Parties set forth in Section 6.01(a). In this connection and Distribution Agreementto the fullest extent permitted by law, mutatis mutandisPurchaser hereby agrees, represents and warrants on behalf of itself and all Purchaser Related Parties that Purchaser realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, debts, controversies, damages, costs, loses and expenses which are presently unknown, unanticipated and unsuspected, and Purchaser further agrees, represents and warrants on behalf of itself and all Purchaser Related Parties that the release and indemnification set forth in Section 6.01(a) have been negotiated and agreed upon in light of that realization and that Purchaser on behalf of itself and all Purchaser Related Parties nevertheless hereby intends to release, discharge and acquit the Seller-Related Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses, except for any liability of Seller for any breach of any representation or warranty set forth in Section 3.01, which shall be subject to the limitations on liability set forth in Section 6.02. The provisions of this Article VI shall survive the Settlement and the delivery of the Deed.

Release and Indemnity. (a) Except as specifically Without limiting the provisions of Section 4.1 , Buyer waives its right to recover from the Seller-Related Parties, and forever releases, covenants not to xxx and discharges the Seller-Related Parties from, any and all damages, demands, claims, losses, liabilities, penalties, fines, liens, judgments, costs or expenses whatsoever, including attorneys’ fees and costs, whether direct or indirect, known or unknown, foreseen or unforeseen, that may arise on account of or in any way be connected with the physical condition of the Property, including, but not limited to, the presence of any Hazardous Materials on, in, under or about the Property, except for any liability of Seller for any breach of any representation or warranty set forth in this Agreement Section 4.3 below , which liability shall survive the Closing only for the Survival Period (as defined in Section 4.5 below ) and without limiting shall be subject to the Parties’ rights and obligations under the Separation and Distribution Agreement:limitation on liability set forth in Section 4.5 below . (ib) each Service Recipient hereby releases Service Provider and each of its SubsidiariesIn the event the Closing occurs, Affiliates, Third Party Service Providers and Representatives (collectively, the “Service Provider Indemnitees”), and each Service Recipient hereby agrees to Buyer shall indemnify, defend and hold harmless Service Provider Indemnitees, the Seller-Related Parties from and against any and all third suits, actions, proceedings, investigations, demands, claims, liabilities, fines, penalties, liens, judgments, losses, injuries, damages, expenses or costs whatsoever, including attorneys’ and experts’ fees and costs and investigation and remediation costs (“Claims”), asserted by the party originally identified as Buyer herein (“Original Buyer”), or any assignee thereof, or the partners, members, trustees, shareholders, directors or officers of any party owning a direct or indirect interest in Original Buyer or any such assignee, or any affiliate of Original Buyer or any such assignee possessing at any time an ownership interest (whether direct or indirect) in the Property (including any party which may hereafter become an affiliate of Original Buyer or any such assignee), arising from, relating to, or occasioned in any way by the physical condition of the Property, including, but not limited to, the presence of any Hazardous Materials on, in, under or about the Property, except for any liability of Seller for any breach of any representation or warranty set forth in Section 4.3 below , which liability shall survive the Closing only for the Survival Period and shall be subject to the limitation on liability set forth in Section 4.5 below . (c) The release set forth in Section 4.2(a) above , and the indemnification set forth in Section 4.2(b) above , includes claims, liabilities and other matters of which Buyer is presently unaware or which Buyer does not presently suspect to exist which, if known by Buyer, would materially affect Buyer’s willingness to enter into the release and indemnification of the Seller-Related Parties set forth in Sections 4.2(a) and 4.2(b) . In this connection and to the fullest extent permitted by law, Buyer hereby agrees, represents and warrants that Buyer realizes and acknowledges that factual matters now unknown to it may have given or may hereafter give rise to causes of action, claims, demands, complaintsdebts, liabilitiescontroversies, lossesdamages, damages and costs costs, losses and expenses (including reasonable attorneys’ fees which are presently unknown, unanticipated and unsuspected, and Buyer further agrees, represents and warrants that the release and indemnification set forth in Sections 4.2(a) and 4.2(b) have been negotiated and agreed upon in light of that realization and that Buyer nevertheless hereby intends to release, discharge and acquit the Seller-Related Parties from any such unknown causes of action, claims, demands, debts, controversies, damages, costs, losses and expenses) (“Damages”) to the extent arising from, relating to or in connection with the use except for any liability of Seller for any breach of any Service by such Service Recipient representation or any of its Affiliates or any other Person using such Service, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures warranty set forth in Section 10.5 (Notices4.3 below , which liability shall survive the Closing only for the Survival Period and shall be subject to the limitation on liability set forth in Section 4.5 below . In connection with the release set forth in Section 4.2(a) above , Buyer expressly waives the benefits of Section 1542 of the Separation and Distribution Agreement, mutatis mutandis.California Civil Code which provides as follows:

Release and Indemnity. As material consideration to Landlord, Tenant agrees that, except to the extent resulting from the gross negligence or willful misconduct of any of the Landlord Indemnified Parties (aas hereinafter defined) Except as specifically set forth in and not covered by the insurance carried by Tenant or otherwise required to be carried by Tenant pursuant to the terms of this Agreement Lease, Landlord, its agents, successors-in-interest with respect to the Premises and without limiting their respective directors, officers, partners, members, employees, shareholders, agents and representatives and the Parties’ rights directors, officers, partners, members, employees, shareholders, agents and obligations under representatives of the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each partners or members of its Subsidiaries, Affiliates, Third Party Service Providers and Representatives Landlord (collectively, the “Service Provider Indemnitees”"Landlord Indemnified Parties") shall not be liable to Tenant, its agents, employees, invitees, licensees and other persons claiming under Tenant for: (i) any damage to any property entrusted to employees of the Premises, Landlord or the Landlord Indemnified Parties, (ii) loss or damage to any property by theft or otherwise, (iii) consequential damages arising out of any loss of the use of the Premises or any equipment or facilities therein, or (iv) any injury or damage to person or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from pipes, appliances or plumbing work therein or from the roof, street, sub-surface or from any other place or resulting from dampness or any other causes whatsoever. Landlord and/or the Landlord Indemnified Parties shall not be liable for interference with light or other incorporeal hereditaments, nor shall Landlord or the Landlord Indemnified Parties be liable for any latent defects in the Premises (except during the first two (2) years of the Lease Term as expressly provided in this Lease). Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises and of defects therein or in the fixtures or equipment located therein. To the fullest extent permitted by law, and each Service Recipient hereby Tenant agrees to indemnify, defend (with counsel reasonably satisfactory to Landlord) and hold harmless Service Provider IndemniteesLandlord and the Landlord Indemnified Parties from (i) all claims, actions, liabilities, and proceedings arising from Tenant's use of the Premises or the conduct of its business or from any activity, work or thing done, permitted or suffered by Tenant, its agents, contractors, sublessees, employees or invitees, in or about the Premises and against any breach or default in the performance of any obligation to be performed by Tenant under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant, or of its agents, contractors, employees or invitees, and (ii) any and all third party reasonable costs, attorneys' fees, expenses and liabilities incurred with respect to any such claims, demands, complaintsactions, liabilities, lossesor proceedings, damages and costs in the event any actions or proceedings shall be brought against Landlord by reason of such claims, Tenant, upon written notice from Landlord, shall defend the same at Tenant's expense by counsel reasonably approved in writing by Landlord. Except as to damage or injury resulting from the gross negligence or willful misconduct of any of the Landlord Indemnified Parties and not covered by the insurance carried by Tenant or otherwise required to be carried by Tenant pursuant to the terms of this Lease, Tenant hereby assumes all risk of damage to property or injury to person in, upon or about the Premises from any cause whatsoever, and Tenant hereby waives all its claims in respect thereof against Landlord except where caused by the gross negligence or willful misconduct of any of the Landlord Indemnified Parties and not covered by the insurance carried by Tenant or otherwise required to be carried by Tenant pursuant to the terms of this Lease. To the fullest extent permitted by law, Landlord agrees to indemnify, defend (with counsel reasonably satisfactory to Tenant) and hold harmless Tenant and the Tenant Parties from (i) all claims, actions, liabilities, and proceedings arising from any breach or default in the performance of any obligation to be performed by Landlord under the terms of this Lease, or arising from any gross negligence or willful misconduct of any of the Landlord Indemnified Parties, and (ii) any and all reasonable costs, attorneys' fees, expenses and liabilities incurred with respect to any such claims, actions, liabilities, or proceedings, and in the event any actions or proceedings shall be brought against Tenant by reason of such claims, Landlord, upon written notice from Tenant, shall defend the same at Landlord's expense by counsel reasonably approved in writing by Tenant. As used herein, the term "liabilities" shall include all suits, actions, claims and demands and all expenses (including reasonable attorneys’ ' fees and expensescosts of defense) (“Damages”) to the extent arising from, relating to incurred in or in connection with the use of about any Service by such Service Recipient liability and any action or proceeding brought thereon. If any of its Affiliates or any other Person using such Service, except to the extent that such Damages arise from, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 claim shall be made or any action or proceeding brought against the indemnified party on the basis of any liability described in accordance with this Paragraph 15, the procedures set forth in Section 10.5 (Notices) of indemnifying party shall, upon notice from the Separation and Distribution Agreementindemnified party, mutatis mutandisdefend the same at the indemnifying party's expense by counsel reasonably satisfactory to the indemnified party. It is understood that payment shall not be a condition precedent to recovery upon the foregoing indemnity.

Release and Indemnity. Lender and Borrower hereby release and discharge Escrow Agent from all matters with respect to the subject matter hereof (aexcept for Escrow Agent's negligence or intentional wrongdoing) Except as specifically set forth and agree that in this Agreement performing any of its duties hereunder, Escrow Agent shall not incur any liability to anyone for any damages, losses or expenses, except for those caused by Escrow Agent's negligence or intentional wrongdoing, and without limiting the Parties’ rights generality of the foregoing, Escrow Agent shall not incur any liability with respect to (a) any action taken or omitted in good faith with respect to any questions relating to the duties and obligations responsibilities of the Escrow Agent under this Agreement, or (b) any action taken or omitted in reliance upon any instrument, including any written notice or instruction provided for in this Agreement, not only as to its due execution and the Separation validity and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each effectiveness of its Subsidiariesprovisions, Affiliatesbut also as to the truth and accuracy of any information contained therein, Third Party Service Providers and Representatives (collectivelywhich the Escrow Agent shall in good faith believe to be genuine, the “Service Provider Indemnitees”)to have been signed or presented by a proper person or persons, and each Service Recipient to conform with the provisions of this Agreement. Lender and Borrower, jointly and severally, hereby agrees agree to indemnify, defend indemnify and hold harmless Service Provider Indemnitees, from and Escrow Agent against any and all third party loss, claims, demandsdamages, complaints, liabilities, losses, damages and costs and expenses (including reasonable attorneys’ fees liabilities and expenses) (“Damages”) to the extent arising from, relating to which may be imposed upon Escrow Agent or incurred by Escrow Agent in connection with its acceptance of the use of any Service by such Service Recipient appointment as Escrow Agent hereunder, or any the performance of its Affiliates or any other Person using such Serviceduties hereunder, except with respect to the extent that such Damages arise from, relate to its negligence or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providersintentional wrongdoing. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandis.

Release and Indemnity. (a) Except Effective as specifically set forth in this Agreement of the Closing, Buyer and without limiting the Parties’ rights Smithfield hereby release Sellers and obligations under the Separation and Distribution Agreement: (i) each Service Recipient hereby releases Service Provider and each of its Subsidiaries, their respective Affiliates, Third Party Service Providers direct and indirect, shareholders, directors and officers, employees, agents and Representatives (collectively, the “Service Provider Indemnitees”"Seller Released Parties") from any and all liabilities, actions, rights of action, contracts, indebtedness, obligations, claims, causes of action, suits, damages, demands, costs, expenses and attorneys' fees whatsoever, of every kind and nature, known or unknown, disclosed or undisclosed, accrued or unaccrued, existing at any time (collectively, "Claims"), that Buyer, Smithfield and each Service Recipient their respective Affiliates and all such Persons' respective successors or assigns, have or may have against any of the Seller Released Parties (including, but not limited to, Environmental Liabilities), other than Sellers' Liabilities under Section 2.2 (with respect to the payment of disputed Cure Amounts), Section 3.4 (with respect to the post-Closing adjustments associated with the Final Net Working Capital Calculation), Section 4.2 (with respect to the Transition Services Agreement), Section 4.4 (with respect to the Capital Improvements Agreement), or those other provisions of this Agreement which expressly survive the Closing pursuant to Section 12 of this Agreement. At Closing, Buyer and Smithfield further hereby agrees agree to indemnify, defend and hold harmless Service Provider Indemnitees, and defend the Seller Released Parties from and against any and all third party claimsEnvironmental Liabilities. Effective as of the Closing, demandsSellers hereby release Buyer and Smithfield and their respective Affiliates, complaintsdirect and indirect, liabilitiesshareholders, lossesdirectors and officers, damages employees, agents and costs Representatives (collectively, the "Buyer Released Parties") from any and expenses (including reasonable attorneys’ fees all Claims that Sellers and expenses) (“Damages”) to their respective Affiliates and all such Persons' respective successors or assigns, have or may have against any of the extent arising fromBuyer Released Parties, relating to other than Liabilities under this Agreement and Liabilities under the assumptions, indemnities and other documents and instruments delivered at or in connection with the use of any Service Closing by such Service Recipient Buyer, Smithfield, or any of the other Buyer Released Parties pursuant to Sections 2.2, 2.4, 3.4, 4.2, 4.4, or those other provisions of this Agreement which expressly survive the Closing pursuant to Section 12 of this Agreement, and other than rights against Smithfield and its Affiliates or any other Person using such Service, except associated with the settlement of unemployment tax liabilities relating to the extent that such Damages arise fromsale of property in Dubuque, relate to or are in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional Providers; (ii) each Service Provider hereby releases Service Recipient and each of its Affiliates (collectively, the “Service Recipient Indemnitees”), and each Service Provider hereby agrees to indemnify, defend and hold harmless Service Recipient Indemnitees, from and against any and all Damages to the extent arising from, relating to or in connection with the gross negligence, fraud or willful misconduct of Service Provider or any of its Affiliates and Additional ProvidersIowa. (b) The indemnification obligations of the Parties under this Agreement are separate and distinct from any indemnification obligations the Parties may have under the Separation and Distribution Agreement and there shall be no duplication of recovery under this Agreement and the Separation and Distribution Agreement. All claims for indemnification pursuant to this Section 5.03 shall be made in accordance with the procedures set forth in Section 10.5 (Notices) of the Separation and Distribution Agreement, mutatis mutandis.