Common use of By Licensor Clause in Contracts

By Licensor. Licensor will indemnify and hold harmless Licensee, and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite facts.

By Licensor. Licensor will indemnify and hold harmless Licensee, Licensee and its respective and members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 9.1 7.2(a) will exclude claims based on information known by BMI Lifford (or its Affiliates, including Bloomfield) as of the Funding Date, Date whether or not such information formed the basis of the issues raised by BMI Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or of proof in establishing the validity and amount of the claims claim, and Licensor will have the burden or of proof in establishing any defense to such claim, including but not limited to to, a defense asserted by Licensor that BMI Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

By Licensor. The Licensor will indemnify hereby represents, warrants and hold harmless Licensee, and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates covenants to the Licensee that: (collectivelya) except as may otherwise be expressly notified to the Licensee in writing, the "Licensee Indemnified Parties"), on an After Tax Basis, from Licensor has and against all claims, losses, damages (including loss for the duration of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including will continue to have full right and title to the Patents, the Patent Applications, the Inventions, the Information, the Know-How, the Improvements and the Licensed Technology, except to the extent co-owned with Licensee; (b) the Licensor has the right to grant the license and sublicense rights under this Agreement to the Licensee and the Licensee's sublicensees; (c) the Licensor is entitled to make all patent applications which it has made, and the Licensor has not made knowing use of any Losses resulting from intellectual property or other rights of any claim third party in the making of the patent applications; (d) all Patent Applications filed by the Licensor at the date of this Agreement have to the best knowledge of the Licensor been made in the prescribed form and in the prescribed manner; (e) the Patents, the Patent Applications, the Inventions, the Information, the Know-How and the Improvements include or will include all technology owned by or registered in the name of the Licensor or to which the Licensor is beneficially entitled on or relating to the Field and possessed, invented, developed or acquired by or for the Licensor; (f) all Inventions, Information, Know-How and Improvements supplied to the Licensee by the Licensor will be to the best of the knowledge and belief of the Licensor true, accurate, reliable and up-to-date; and (g) Licensor (a) is the sole owner or exclusive licensee of the Licensed Technology, and except as Licensor has expressly informed Licensee in writing prior to the date of this Agreement, has not granted to any Third Party any license or other interest in the Licensed Technology; (b) is not aware of any Third Party patent, patent application or other intellectual property rights that would be infringed (i) by practicing any process or method or by making, using or selling any composition which is claimed or disclosed in the Patents or which constitutes Information and Know-How, or (ii) by making, using or selling Products; and (c) is not aware of any infringement or misappropriation relating to Licensee's authorized use by a Third Party of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite factsLicensed Technology.

By Licensor. Licensor will shall defend, indemnify and hold harmless the Licensee and the Representatives of Licensee from and against any and all Losses asserted against, incurred, sustained or suffered by Licensee and/or the Representatives of Licensee as a result of, arising out of or relating to a claim that the Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each a “Infringement Claim”’); provided, however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising twenty four (24) months after the License Effective Date or to the extent arising from (i) a Licensee Improvement or any modifications to the Platform or any Licensor Intellectual Property made by or on behalf of Licensee or at Licensee’s request; (ii) Licensee’s breach of this Agreement, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such breach; (iii) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Platform or any Licensor Intellectual Property, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use; (v) the combination of the Platform and Licensor Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"option), on an After Tax Basisdo one of the following to mitigate the Losses relating to the Infringement Claim: (x) procure for the Licensee (at Licensor’s expense) the right to continue using the impacted portions of the Platform or Licensor Intellectual Property, or (y) replace or modify the impacted portions of the Platform or Licensor Intellectual Property so that it becomes non- infringing without substantially compromising functions, features, or performance of the Platform or the Licensor Intellectual Property. Licensor shall indemnify, save and hold harmless Licensee and their respective representatives, from and against any and all costs, losses (including without limitation diminution in value), taxes, liabilities, obligations, damages, lawsuits, deficiencies, claims, lossesdemands, damages and expenses (including loss whether or not arising out of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Partiesthird-party claims), expenses, judgements, costs and liabilities (including reasonable attorneys' ’ fees and costsall amounts paid in investigation, defense or settlement of any of the foregoing (herein, “Damages”), incurred in connection with, arising out of, resulting from or incident to (1) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's any breach of any obligation, representation or warranty contained or the inaccuracy of any representation made by the Licensor in or pursuant to this Agreement, including (2) any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use breach of any Trademark covenant or agreement made by the Licensor in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI Agreement, or (or its Affiliates3) as operation of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite factsPlatform.

By Licensor. During the Term, Licensor will shall indemnify and hold Licensee harmless Licensee, and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claimsany fine, lossespenalty, damages (including loss of profits loss, liability and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities expense (including reasonable attorneys' fees and court costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach as a result of any obligationclaim, representation demand or warranty contained in this Agreementaction ("Infringement Claim") against Licensee based on, including any Losses resulting from related to or arising out of any claim that any Licensed Technology infringes or misappropriates any patent or other intellectual property right of infringement or misappropriation relating to Licensee's authorized use of the Trademarksa third party; provided, but excluding any Losses resulting from the use of any Trademark in a country where however, that Licensor has not obtained a trademark registration relating to the Media, does not shall have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have no liability pursuant to this Section 9.1 will exclude claims based on information known 11.1 or otherwise for any Infringement Claim to the extent such Infringement Claim is proximately caused by BMI (a) the misuse or its Affiliates) as unapproved modification of the Funding DateLicensed Technology by Licensee, whether (b) the failure by Licensee to use corrections updates, fixes, work-arounds or new releases provided by Licensor, (c) the modification or Improvement or Enhancement of any of the Licensed Technology by any person other than Licensor, or someone specifically approved by Licensor, (d) the use of the Licensed Technology in combination with software programs, data, hardware or equipment not such information formed provided or approved by Licensor, or (e) any modification, Improvement or Enhancement requested by Licensee in order to meet the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether Functional Requirements set forth on Exhibit C or not asserted prior otherwise or any Licensed Technology relating to the Walk Away Notice (as defined in the Operating Agreement) or thereafterFOURS. In the event of an Infringement Claim for which Licensor is responsible, or if in Licensor's reasonable judgment an Infringement Claim for which Licensor is responsible is likely to be made, Licensor may, at its option and expense, or if a dispute regarding nonappealable final judgment against Licensee with respect to an Infringement Claim is entered, or in connection with an Infringement Claim, a claim temporary restraining order or injunction is issued against Licensee's use of any Licensed Technology, Licensor shall, at its expense, either (i) procure the right for indemnificationLicensee to continue using the Licensed Technology in accordance with this Agreement or (ii) replace or modify the Licensed Technology in a functionally equivalent manner so that such Licensed Technology becomes noninfringing. In the event that the above remedies are not available within ninety (90) days of the date any judgment described in the foregoing sentence becomes final and nonappealable or of the date of the issuance of any temporary restraining order or injunction described in the foregoing sentence, the Licensee Indemnified Party will shall have the burden option to terminate this Agreement upon thirty (30) days' notice to Licensor without waiver of any additional remedies available at law or proof in establishing the validity equity in respect of any breach of Licensor's representations and amount warranties in Section 8 of this Agreement and without any obligation to make additional payments to Licensor hereunder provided that Licensee shall thereupon cease use of any of the claims and Licensor will have the burden or proof licensed Technology in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite factsaccordance with Section 7.

By Licensor. Licensor will shall defend, indemnify and hold harmless Licensee, the Licensee and its respective members, managers, directors, officers, shareholders, employees, agents, the representatives and Affiliates (collectively, the "of Licensee Indemnified Parties"), on an After Tax Basis, from and against any and all claimsLosses asserted against, lossesincurred, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise sustained or suffered by Licensee and/or the Representatives of Licensee Indemnified Partiesas a result of, arising out of or relating to a claim that the Crowdfunding Platform or any Licensor Intellectual Property as delivered to Licensor by Licensee infringes or misappropriates the Intellectual Property of any third party existing as of the License Effective Date (each an “Infringement Claim”); provided, expenses, judgements, costs and liabilities however that Licensor shall have no obligation to Licensee under this section with respect to any Infringement Claim arising one (including reasonable attorneys' fees and costs1) (collectively, "Losses") incurred by year after the Licensee Indemnified Parties License Effective Date or to the extent arising from Licensor's (i) a Licensee Improvement or any modifications to the Crowdfunding Platform or any Licensor Intellectual Property made by or on behalf of Licensee or at Licensee’s request; (ii) Licensee’s breach of any obligation, representation or warranty contained in this Agreement, including any but only to the extent the third party infringement that is at issue in such Infringement Claim or Losses resulting from any claim of infringement would not have occurred or misappropriation relating to have existed but for such breach; (iii) Licensee's authorized ’s or its Affiliates’ or sublicensees’ use of the TrademarksCrowdfunding Platform or any Licensor Intellectual Property in a manner not reasonably contemplated by Licensor, but excluding any only to the extent the third party infringement that is at issue in such Infringement Claim or Losses resulting from the would not have occurred or have existed but for such non-contemplated use; (iv) Licensee’s or its Affiliates’ or sublicensees’ use of the Crowdfunding Platform or any Trademark Licensor Intellectual Property Licensee in a country where connection with an Expanded Business, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such use in the Expanded Business; (v) the combination of the Crowdfunding Platform and Licensor has Intellectual Property with any Licensee or third party software or other intellectual property, in each case, not obtained a trademark registration provided by Licensor, but only to the extent the infringement that is at issue in such Infringement Claim or Losses would not have occurred or have existed but for such combination. If the Crowdfunding Platform or any Licensor Intellectual Property becomes the subject of any Infringement Claim or injunction, Licensor may (at its option), do one of the following to mitigate the Losses relating to the Media, does not have a pending application Infringement Claim: (x) procure for such registration or where a pending application is not sufficient, under the laws of such country, Licensee (at Licensor’s expense) the right to permit continue using the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as impacted portions of the Funding DateCrowdfunding Platform or Licensor Intellectual Property, whether or not such information formed (y) replace or modify the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount impacted portions of the claims and Crowdfunding Platform or Licensor will have the burden Intellectual Property so that it becomes non-infringing without substantially compromising functions, features, or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge performance of the requisite factsCrowdfunding Platform or the Licensor Intellectual Property.

By Licensor. Licensor represents and warrants that, except as set forth in the Schedules hereto: (i) it is duly authorized to enter into the transactions contemplated by this Agreement; (ii) this Agreement is a valid and binding obligation of Licensor, enforceable against it in accordance with its terms; (iii) the performance of Licensor's obligations hereunder does not violate any agreement, law, rule, or regulation binding on Licensor or Licensor's charter documents; (iv) subject to Section 7.4, it has, and will indemnify continue to have, all rights in and hold harmless to the Existing Library Programs, Output Programs and Wallpaper necessary to fulfill its obligations hereunder (except that with respect to the Existing Library, no such representation is made as to any program not listed on Schedules 2.1(a)-1, 2.1 (a) 2 and 2.1(a)-3); (v) except for the license between Licensor and third parties which Licensor is assigning to Licensee, the Existing Library Programs, Output Programs and its respective membersWallpaper are not subject to licenses which conflict with the rights granted herein, managersand the use thereof by Licensee as contemplated herein will not infringe upon the copyright, directorsliterary or dramatic right or right of privacy of any third party or constitute a libel or slander of any third party; (vi) the licenses between Licensor and third parties which Licensor is assigning to Licensee are assignable, officersvalid and enforceable, shareholders, employees, agents, representatives and Affiliates (collectively, that the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third partieslicensees under such licenses have not pre-paid the license fees, if any, but excluding loss due thereunder (except in accordance with the terms of profits and consequential damages otherwise suffered by the Licensee Indemnified Partiessuch licenses), expensesand, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by to the Licensee Indemnified Parties arising from best of Licensor's breach of knowledge and belief, such licensees do not have any obligationclaims, representation offsets or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating defenses which are adverse to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where rights hereunder; and (vii) Licensor has not obtained a trademark registration disclosed all material information relating to the Mediarights granted hereunder, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification and that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not all such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) is true and whether or not asserted prior correct to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event best of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity Licensor's knowledge and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite factsbelief.

By Licensor. No later than the 16th day of each month, Licensor will indemnify must prepare and hold harmless Licenseeprovide to Distributor a monthly statement of: (i) Licensor’s Revenues derived from sales of Products by Licensor and [*] to any and all Key Customers for the prior month and Licensor’s Revenues derived from Key Customers for the prior month; and (ii) the number of garments, Products, and its Removable Panels sold and/or provided to Key Customers for the prior month. Within 30 days after each anniversary of the Effective Date, Licensor must prepare and provide to Distributor an annual report that includes the following: (i) Licensor’s Revenues derived from sales of Products by Licensor, [*] and their respective membersaffiliates to any and all Key Customers for the preceding 12 month reporting period and Licensor’s Revenues derived from Key Customers for the preceding 12 month reporting period; (ii) the number of garments, managersProducts, directorsand Removable Panels sold and/or provided to Key Customers for the preceding 12 month reporting period; and (iii) any corrections to Revenues from the sale of Products to Key Customers, officersRevenues derived from Key Customers and/or the number of garments and Removable Panels sold and/or provided to Key Customers previously reported in any monthly report submitted during the preceding 12 month reporting period, shareholders, employees, agents, representatives whether due to Customer refunds or for any other reason. The annual report shall be certified to be true and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded correct by Licensor’s Chief Financial Officer. Distributor agrees that Licensor shall not be deemed to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's be in breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating its reporting obligations if it is unable to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark provide a complete report in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited timely manner due to a defense asserted breach by [*] of its reporting obligations to Licensor, provided that Licensor that BMI (or its Affiliates) had knowledge of uses commercially reasonable efforts to enforce the requisite factsbreach and provide Distributor with a complete report as soon as reasonably possible. [*] = 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.

By Licensor. Licensor will indemnify If notified promptly in writing of any action (and hold harmless Licenseeall prior related claims) brought against LICENSEE based on a claim that the Licensed Software infringes any valid U.S. patent, copyright or trade secret, LICENSOR shall defend such action at LICENSOR’s expense and its respective members, managers, directors, officers, shareholders, employees, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against pay all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by damages finally awarded in such action or settlement which are attributable to such claim. LICENSOR shall have sole control of the Licensee Indemnified Parties arising from Licensor's breach defense of any obligationsuch action and all negotiations for its settlement or compromise. LICENSEE shall cooperate fully with LICENSOR in the defense, representation settlement or warranty compromise of any such action. Notwithstanding anything to the contrary contained in this Agreementherein, including LICENSOR shall not have any Losses resulting from liability to LICENSEE to the extent that any claim of infringement or misappropriation relating to Licensee's authorized claim thereof is based upon (i) use of the TrademarksLicensed Software in combination with equipment or software not supplied by LICENSOR where the Licensed Software would not itself be infringing, but excluding any Losses resulting from the (ii) compliance with LICENSEE’s designs, specifications or instructions, (iii) use of any Trademark the Licensed Software in a country where Licensor has an application or environment for which it was not obtained a trademark registration relating to designed or (iv) modifications of the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunderLicensed Software by anyone other than LICENSOR without LICENSOR's prior written approval. Notwithstanding the foregoingabove, any claims LICENSOR’s indemnification obligations shall be extinguished and relieved if LICENSOR, at its discretion and at its own expense (a) procures for indemnification LICENSEE the right, at no additional expense to LICENSEE, to continue using the Licensed Software; (b) replaces or modifies the Licensed Software so that it becomes non-infringing, provided the modification or replacement does not adversely affect the specifications of the Licensed Software; or (c) in the event (a) and (b) are not practical, refund to Licensee Indemnified Parties may have pursuant the amortized license fees paid by LICENSEE with respect to this Section 9.1 will exclude claims the infringing Licensed Software, or infringing portion thereof, based on information known by BMI a five (or its Affiliates5) year amortization schedule. The obligations of LICENSOR to LICENSEE as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined set forth in the Operating Agreement) previous paragraph do not apply to Third Party Products. LICENSOR hereby assigns to LICENSEE all intellectual property infringement indemnification benefits and whether or not asserted prior obligations that have been granted to LICENSOR by third-party vendors regarding Third-Party Products to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity extent that such benefits and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite factsobligations can be assigned.

By Licensor. Licensor will indemnify LICENSOR agrees, at LICENSOR’s own expense as applicable, to indemnify, defend and hold harmless LicenseeLICENSEE harmless, and its respective membersor at LICENSOR’s option to settle, managersany claim, directorsdemand, officerscause of action, shareholdersdebt, employeesor liability, agents, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively’ fees, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim that the Software infringes any United States copyright, patent, trademark, trade name, trade secret, propriety or any other intellectual property right of infringement any nature whatsoever of any third party, provided that LICENSEE provides LICENSOR with: (i) prompt written notice of such claim as it comes to LICENSEE’s attention; (ii) control over the defense and settlement of such claim; and (iii) proper and full information and assistance to settle and/or defend any such claim. LICENSEE shall, at its option, have the right, but not the obligation, to fully participate in such defense at its own expense. If, within a reasonable time after notice of a claim and request for defense, LICENSOR fails or misappropriation relating refuses to Licensee's authorized use provide for such defense, LICENSEE shall have the right, but not the obligation, to undertake its own defense, and to conclusively compromise or settle the claim or other matter, and may thereafter exercise its right to recover all costs, including payment of the Trademarksclaim and defense costs and legal fees, but excluding any Losses resulting from LICENSOR. If LICENSOR assumes the use of any Trademark in a country where Licensor has defense, it shall not obtained a trademark registration relating thereafter be liable to the MediaLICENSEE for any costs of litigation including, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to, court costs and attorney fees, incurred subsequent to such decision to assume the defense of any such action. If an injunction is entered, or LICENSOR believes in its sole discretion an injunction is likely to be entered, prohibiting LICENSEE from exercising its right to use the Software as granted hereunder, LICENSOR may, at its sole option and expense: (i) procure for LICENSEE the right to use the Software as provided herein; (ii) replace the Software or a defense asserted portion thereof with other non-infringing functionally equivalent products; or (iii) modify the Software so that it is non-infringing. If such settlement or such modification is not reasonably practical in the sole opinion of LICENSOR after giving due consideration to all factors, including financial expense, and in the alternative, LICENSEE, in LICENSEE’s sole discretion, is not willing to bear the financial expense directly, LICENSOR may cancel this Agreement and the licenses granted hereunder upon fifteen (15) days’ written notice to LICENSEE. In such case, LICENSOR shall refund to LICENSEE the License Fees for the applicable month in which such termination occurs. Also upon such cancellation, LICENSEE’s data, documents, and attachments will be delivered to LICENSEE by Licensor that BMI LICENSOR. The data shall be provided in a SQL Server database backup format and the documents and attachments will be provided in their native format (or its Affiliates) had knowledge of the requisite factsi.e. pdf, jpg, etc.)

By Licensor. Licensor will agrees to indemnify and hold harmless LicenseeAuthorized User, and its respective members, managersofficers, directors, officers, shareholders, employees, agents, representatives attorneys, successors and Affiliates assigns (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, “Authorized User Indemnitees”) against any Claim (as defined above) brought or threatened against Authorized User by reason of or resulting from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach infringement of any obligation, representation United States patent or warranty contained in this Agreement, including any Losses resulting from any claim United States copyright of infringement or misappropriation relating to Licensee's a third party caused solely by Authorized User’s authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as unmodified version of the Funding Date, whether or not such information formed the basis of issues raised Licensed Property delivered to Authorized User by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafterLicensor. In the event Authorized User has any knowledge of a dispute regarding a claim any Claim brought or threatened against Authorized User for indemnificationwhich Licensor has an indemnification obligation hereunder, Authorized User shall promptly notify Licensor. Licensor agrees to assume the Licensee Indemnified Party will have defense of such Claim with counsel of Licensor’s choice, and indemnify and hold harmless the burden Authorized User Indemnitees from and against any and all damages, costs (including reasonable professional and/or attorneys’ fees), claims, demands, losses, liabilities, fines, penalties and expenses of any kind or proof nature whatsoever incurred by Authorized User resulting directly or indirectly from any such Claim. Notwithstanding anything to the contrary contained herein, Licensor shall be under no obligation to replace or modify any infringing (or allegedly infringing) Licensed Property. If any Claim is brought or threatened that gives rise to an indemnity obligation by Licensor in establishing accordance with the validity foregoing, Licensor shall, however, provide to Authorized User at no additional charge and amount of the claims and Licensor will have the burden with no representations or proof in establishing warranties whatsoever, any defense to such claim, including but not limited to a defense asserted modification or “workaround” owned by Licensor that BMI Licensor intends to use for its own purposes to replace any such infringing or allegedly infringing portion of the Licensed Property, if and only if such modification or “workaround” is in the possession of Licensor and can be transferred to Authorized User at no cost to Licensor; provided that, except for the indemnity obligation set forth above, nothing contained herein imposes any obligation on Licensor to actually develop, create, commission or deliver any software, modules, modifications, adaptations, or “workarounds” or to undertake any actions whatsoever to actually modify or replace any infringing or allegedly infringing portion of the Licensed Property, either for Licensor’s own account or for the benefit of Authorized User. Authorized User shall cease any and all use of any infringing (or its Affiliatesallegedly infringing) had knowledge of the requisite factsLicensed Property upon Licensor’s written request.

By Licensor. Licensor will agrees to defend, indemnify and hold harmless Licensee, Licensee and its respective members, managersofficers, directors, officers, shareholders, employees, agentsaffiliates and representatives from, representatives and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from in respect of and against any and all claims, costs, losses, damages (including loss of profits and consequential damages awarded to unrelated third partiesliabilities, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities expenses (including reasonable attorneys' ’ fees and costsdisbursements), judgments, damages, demands, lawsuits or similar actions or proceedings (each, a “Claim”) to the extent arising out of a third-party claim based on (collectively, "Losses"i) incurred by the Licensee Indemnified Parties arising from Licensor's breach or alleged breach of any obligationrepresentation, representation warranty or warranty contained covenant of Licensor hereunder or (ii) Licensor’s direct contribution to or participation in this Agreementthe promotion or advertising of the Covered Products, other than any Claim (including any Losses resulting from Claim for product liability) based primarily on a breach of any claim representation, warranty or covenant of infringement Licensee or misappropriation relating to Licensee's authorized use of the Trademarksany Claim described in Section 11.2 (each, but excluding any Losses resulting from the use a “Licensee Claim”). Licensee agrees to notify Licensor in writing within a reasonable time after it receives notice of any Trademark Licensee Claim and Licensor shall promptly assume Licensee’s defense thereof with counsel acceptable to Licensee in a country where Licensee’s reasonable discretion. At Licensor’s expense, and as Licensor has may reasonably request, Licensee shall cooperate in the defense or settlement of any Licensee Claim. Failure by Licensee to strictly fulfill the obligations set forth in the two immediately preceding sentences of this Section 10.1 shall not obtained a trademark registration relating relieve Licensor of its obligations hereunder except to the Mediaextent (and only to the extent) that Licensor is prejudiced by such failure. Licensee shall have the right to participate in the defense of any Licensee Claim with separate counsel of its choosing and at Licensee’s expense. Licensor shall not settle or compromise any Licensee Claim without receiving Licensee’s prior written consent, does which shall not have a pending application be unreasonably withheld; provided that it shall be deemed reasonable for such registration Licensee to withhold its consent to any settlement or where a pending application compromise that would impose any financial liability upon Licensee that is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as of the Funding Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount of the claims and Licensor will have the burden or proof in establishing any defense to such claim, including but not limited to a defense asserted fully discharged by Licensor that BMI (in connection with such settlement or its Affiliates) had knowledge of the requisite factscompromise.

By Licensor. Licensor will indemnify hereby represents and hold harmless Licensee, warrants to Distributor as follows: (i) All information provided by Licensor to Distributor to induce Distributor to enter into this Agreement was true and its respective members, managers, directors, officers, shareholders, employees, agents, representatives complete in all material respects on and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use as of the Trademarksdate such information was provided and is true and complete in all material respects on and as of the Effective Date. (ii) Licensor is a limited liability company duly organized, but excluding any Losses resulting from the use of any Trademark validly existing and in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, good standing under the laws of the state of Georgia. Licensor has the power and authority and all governmental licenses, authorizations, consents and approvals to perform its obligations under this Agreement. Licensor is duly qualified as a foreign limited liability company and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such countryqualification, except to permit the grant extent that the failure to be so qualified would not adversely affect Licensor’s ability to carry out its obligations under or consummate the transactions contemplated by this Agreement. [*] = 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. (iii) The execution, delivery and performance by Licensor of licensed rights hereunder. Notwithstanding this Agreement (a) has been duly authorized by all necessary corporate action and (b) does not and will not violate any requirement of applicable law, contravene the foregoingterms of its Articles of Organization or Operating Agreement, or conflict with or result in a breach of any claims for indemnification that Licensee Indemnified Parties may have pursuant contractual obligation to this Section 9.1 will exclude claims based on information known by BMI (which Licensor is party or any order, injunction, writ or decree of any governmental authority to which Licensor or its Affiliatesproperty is subject. (iv) This Agreement constitutes the legal, valid and binding obligation of Licensor, enforceable against Licensor in accordance with its terms. (v) Licensor has the right and power to grant to Distributor the rights and licenses granted under Section 2 of this Agreement. (vi) To the best of Licensor’s actual knowledge as of the Funding Effective Date, whether or not such information formed the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden or proof in establishing the validity and amount Distributor’s use of the claims and Licensor will have Marks in connection with the burden or proof distribution of Products within the United States in establishing accordance with the terms of this Agreement does not infringe upon the intellectual property rights of any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite factsthird party.

By Licensor. Licensor will indemnify defend or settle any suit or proceeding brought against Customer by a third party based upon a claim that the Software constitutes an infringement of any existing and hold harmless Licenseevalid copyright, trademark or trade secret in the United States of such third party (any such suit or proceeding, a “Claim”); provided that Customer (i) promptly notifies Licensor in writing of such claim (ii) promptly gives Licensor the right to control and direct the investigation, preparation, defense and settlement of such Claim with counsel of Licensor’s own choosing (provided that Customer will have the right to reasonably participate, at its respective membersown expense, managersin the defense or settlement of any such Claim); and (iii) gives assistance and full cooperation for the defense of same. Subject to Customer’s compliance with the foregoing requirements, directors, officers, shareholders, employees, agents, representatives Licensor will pay all damages and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and costs awarded by a court of competent jurisdiction against all claims, losses, damages (including loss of profits and consequential damages awarded Customer in such Claim or amounts payable pursuant to unrelated third parties, if anya settlement agreed to by Licensor, but excluding will not be responsible for any cost, expense or compromise incurred or made by Customer without Licensor’s prior written consent or for any lost profits or other damage or loss of profits and consequential damages otherwise suffered by Customer. If any Licensor Technology is in the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by opinion of Licensor likely to or does become the Licensee Indemnified Parties arising from Licensor's breach subject of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any a claim of infringement infringement, Licensor may, at its sole option, procure for Customer the right to continue using the Licensor Technology, modify the affected materials to become non-infringing, or misappropriation relating replace it with non-infringing Licensor Technology. If Licensor is not reasonably able to Licensee's authorized use so modify or replace the Licensor Technology or otherwise secure for Customer the right to continue using the Licensor Technology, Licensor may terminate this Agreement and, upon return to it of all copies of the TrademarksSoftware and Documentation licensed hereunder, but excluding any Losses resulting from refund to Customer to refund the use licensing fees paid less the portion of any Trademark in a country where Licensor has not obtained a trademark registration relating the license fees attributable to the Mediaperiod over which Customer actually used the Software, does not have assuming full amortization of the Software over a pending application for such registration or where a pending application is not sufficient, under the laws period of such country, to permit the grant of licensed rights hereunderthree years. Notwithstanding the foregoing, the foregoing defense and indemnity obligations will not apply to any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims Claim based on information known by BMI upon or arising from (or its Affiliatesw) as use of the Funding DateSoftware in a manner for which it was not designed, whether not in accordance with applicable Documentation, or in violation of the terms and conditions of this Agreement, (x) any modification of the Software by any party other than Licensor, (y) any use of the Software in combination with hardware or software not such information formed provided or authorized by Licensor, or (z) use of the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event Software, when use of a dispute regarding a claim for indemnification, subsequent software release which Licensor has made commercially available would have avoided such infringement. This Section 8(a) represents the Licensee Indemnified Party will have sole and exclusive remedy of Customer and the burden entire liability and obligation of Licensor with respect to infringement or proof in establishing the validity and amount claims of the claims and Licensor will have the burden or proof in establishing infringement of any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite factsintellectual property right.

By Licensor. Licensor will agrees to indemnify and hold harmless Licensee, and its respective members, managersofficers, directors, officers, shareholders, employees, agents, representatives attorneys, successors and Affiliates assigns (collectively, the "“Licensee Indemnified Parties"), on an After Tax Basis, Indemnitees”) against any Claim (as defined above) brought or threatened against Licensee by reason of or resulting from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach infringement of any obligation, representation United States patent or warranty contained in this Agreement, including any Losses resulting from any claim United States copyright of infringement or misappropriation relating to a third party caused solely by Licensee's ’s authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing, any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims based on information known by BMI (or its Affiliates) as unmodified version of the Funding Date, whether or not such information formed the basis of issues raised Licensed Property delivered to Licensee by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafterLicensor. In the event Licensee has any knowledge of a dispute regarding a claim any Claim brought or threatened against Licensee for indemnificationwhich Licensor has an indemnification obligation hereunder, Licensee shall promptly notify Licensor. Licensor agrees to assume the defense of such Claim with counsel of Licensor’s choice, and indemnify and hold harmless the Licensee Indemnified Party will have Indemnitees from and against any and all damages, costs (including reasonable professional and/or attorneys’ fees), claims, demands, losses, liabilities, fines, penalties and expenses of any kind or nature whatsoever incurred by Licensee resulting directly or indirectly from any such Claim. Notwithstanding anything to the burden contrary contained herein, Licensor shall be under no obligation to replace or proof modify any infringing (or allegedly infringing) Licensed Property. If any Claim is brought or threatened that gives rise to an indemnity obligation by Licensor in establishing accordance with the validity foregoing, Licensor shall, however, provide to Licensee at no additional charge and amount of the claims and Licensor will have the burden with no representations or proof in establishing warranties whatsoever, any defense to such claim, including but not limited to a defense asserted modification or “workaround” owned by Licensor that BMI Licensor intends to use for its own purposes to replace any such infringing or allegedly infringing portion of the Licensed Property, if and only if such modification or “workaround” is in the possession of Licensor and can be transferred to Licensee at no cost to Licensor; provided that, except for the indemnity obligation set forth above, nothing contained herein imposes any obligation on Licensor to actually develop, create, commission or deliver any software, modules, modifications, adaptations, or “workarounds” or to undertake any actions whatsoever to actually modify or replace any infringing or allegedly infringing portion of the Licensed Property, either for Licensor’s own account or for the benefit of Licensee. Licensee shall cease any and all use of any infringing (or its Affiliatesallegedly infringing) had knowledge of the requisite factsLicensed Property upon Licensor’s written request.

By Licensor. Licensor will indemnify defend or settle any suit or proceeding brought against Customer by a third party based upon a claim that the Software constitutes an infringement of any existing and hold harmless Licenseevalid copyright, trademark or trade secret in the United States of such third party (any such suit or proceeding, a “Claim”); provided that Customer (i) promptly notifies Licensor in writing of such claim (ii) promptly gives Licensor the right to control and direct the investigation, preparation, defense and settlement of such Claim with counsel of Licensor’s own choosing (provided that Customer will have the right to reasonably participate, at its respective membersown expense, managersin the defense or settlement of any such Claim); and (iii) gives assistance and full cooperation for the defense of same. Subject to Customer’s compliance with the foregoing requirements, directors, officers, shareholders, employees, agents, representatives Licensor will pay all damages and Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and costs awarded by a court of competent jurisdiction against all claims, losses, damages (including loss of profits and consequential damages awarded Customer in such Claim or amounts payable pursuant to unrelated third parties, if anya settlement agreed to by Licensor, but excluding will not be responsible for any cost, expense or compromise incurred or made by Customer without Licensor’s prior written consent or for any lost profits or other damage or loss of profits and consequential damages otherwise suffered by Customer. If any Licensor Technology is in the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by opinion of Licensor likely to or does become the Licensee Indemnified Parties arising from Licensor's breach subject of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any a claim of infringement infringement, Licensor may, at its sole option, procure for Customer the right to continue using the Licensor Technology, modify the affected materials to become non-infringing, or misappropriation relating replace it with non-infringing Licensor Technology. If Licensor is not reasonably able to Licensee's authorized use so modify or replace the Licensor Technology or otherwise secure for Customer the right to continue using the Licensor Technology, Licensor may terminate this Agreement and, upon return to it of all copies of the TrademarksSoftware and Documentation licensed hereunder, but excluding any Losses resulting from refund to Customer to refund the use licensing fees paid less the portion of any Trademark in a country where Licensor has not obtained a trademark registration relating the license fees attributable to the Mediaperiod over which Customer actually used the Software, does not have assuming full amortization of the Software over a pending application for such registration or where a pending application is not sufficient, under the laws period of such country, to permit the grant of licensed rights hereunderthree years. Notwithstanding the foregoing, the foregoing defense and indemnity obligations will not apply to any claims for indemnification that Licensee Indemnified Parties may have pursuant to this Section 9.1 will exclude claims Claim based on information known by BMI upon or arising from (or its Affiliatesw) as use of the Funding DateSoftware in a manner for which it was not designed, whether not in accordance with applicable Documentation, or in violation of the terms and conditions of this Agreement, (x) any modification of the Software by any party other than Licensor, (y) any use of the Software in combination with hardware or software not such information formed provided or authorized by Licensor, or (z) use of the basis of issues raised by BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event Software, when use of a dispute regarding a claim for indemnification, subsequent software release which Licensor has made commercially available would have avoided such infringement. This Section 8(a) represents the Licensee Indemnified Party will have sole and exclusive remedy of Customer and the burden entire liability and obligation of Licensor with respect to infringement or proof in establishing the validity and amount claims of the claims and Licensor will have the burden or proof in establishing infringement of any defense to such claim, including but not limited to a defense asserted by Licensor that BMI (or its Affiliates) had knowledge of the requisite factsintellectual property right.