Common use of Indemnifications Clause in Contracts

Indemnifications. (a) NK hereby agrees to indemnify, defend and hold harmless Aspect, its Affiliates and all officers, directors, employees and agents thereof from all liabilities, claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation attorneys' fees, expenses and settlement costs) (collectively, "Damages") arising out of: (i) NK's failure to comply with relevant laws and regulations; and (ii) NK's making representations or warranties which are not authorized by Aspect hereunder. (b) Aspect hereby agrees to indemnify, defend and hold harmless NK, its Affiliates and all officers, directors, employees and agents thereof from all Damages arising out of: (i) NK's selling of the Products infringing on the intellectual property rights of third parties; or (ii) personal injuries and/or property damages resulting from the Products; PROVIDED, HOWEVER, that: (i) Aspect shall have no obligation for any claim of infringement arising from: (i) any combination by NK of the Products with any other product not supplied or approved in writing by Aspect, where such infringement would not have occurred but for such combination; (ii) the adaptation or modification of the Products not performed or not authorized by Aspect, where such infringement would not have occurred but for such adaptation or modification; (iii) the misuse of the Products or the use of the Products in an application for which they were not designed, where such infringement would not have occurred but for such use or misuse, unless instructed or authorized by Aspect; or (iv) a claim based on intellectual property rights owned by NK or any of its Affiliates. (ii) In the event that any of the Products are held in a suit or proceeding to infringe any intellectual property rights of a third party, and the use of such Products is enjoined or Aspect reasonably believes that it is likely to be found to infringe or likely to be enjoined, Aspect shall, at its sole cost and expense, either (i) procure for NK the right to continue selling such Products, or (ii) replace such Products with non-infringing Products of equivalent functionality. If neither (i) or (ii) are practicable, either Party may terminate this Agreement, effective immediately, upon giving the other party written notice. Upon such termination, Aspect shall refund to NK any unused portions of the prepayments made under Section 2(g)(i) and (ii) above. (iii) This Section 9(b) constitutes NK's exclusive remedy in the event that the Products infringe on the intellectual property rights of third parties. (c) The Party benefitting from any indemnity hereunder (the "indemnified party") hereby agrees that: (A) the other Party (the "indemnifying Party") shall have sole control and authority with respect to the defense or settlement of any such claim; and (B) the indemnified Party and its Affiliates, officers, directors, employees and agents thereof shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expense, in the defense of any such claim. Any settlement of any such claims that imposes any liability or limitation on the indemnifying Party shall not be entered into without the prior written consent of the indemnifying Party. (d) In the event a claim is based partially on an indemnified claim described in Sections 9(a) and/or 9(b) above and partially on a non-indemnified claim, or is based partially on a claim described in Section 9(a) above and partially on a claim described in Section 9(b) above, any payments and reasonable attorney fees incurred in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party.

Indemnifications. (a) NK hereby agrees 8.1 Independent of your obligation to procure and maintain insurance, you will indemnify, defend and hold harmless Aspectthe Indemnitees harmless, its Affiliates to the fullest extent permitted by law, from and against all officersLosses and Expenses, directorsincurred by any Indemnitee for any investigation, employees and agents thereof from all liabilitiesclaim, claimsaction, damagessuit, lossesdemand, costsadministrative or alternative dispute resolution proceeding, expenses, demands, suits and actions (including without limitation attorneys' fees, expenses and settlement costs) (collectively, "Damages") relating to or arising out of any transaction, occurrence or service at, or involving the operation of: , the Facility, any breach or violation of any contract or any law, regulation or ruling by, or any act, error or omission (iactive or passive) NK's failure to comply of, you, any party associated or affiliated with relevant laws and regulations; and (ii) NK's making representations or warranties which are not authorized by Aspect hereunder. (b) Aspect hereby agrees to indemnify, defend and hold harmless NK, its Affiliates and all officers, directors, employees and agents thereof from all Damages arising out of: (i) NK's selling of the Products infringing on the intellectual property rights of third parties; or (ii) personal injuries and/or property damages resulting from the Products; PROVIDED, HOWEVER, that: (i) Aspect shall have no obligation for any claim of infringement arising from: (i) any combination by NK of the Products with any other product not supplied or approved in writing by Aspect, where such infringement would not have occurred but for such combination; (ii) the adaptation or modification of the Products not performed or not authorized by Aspect, where such infringement would not have occurred but for such adaptation or modification; (iii) the misuse of the Products or the use of the Products in an application for which they were not designed, where such infringement would not have occurred but for such use or misuse, unless instructed or authorized by Aspect; or (iv) a claim based on intellectual property rights owned by NK you or any of its Affiliates. (ii) In the event that any of the Products are held in a suit or proceeding to infringe any intellectual property rights of a third party, and the use of such Products is enjoined or Aspect reasonably believes that it is likely to be found to infringe or likely to be enjoined, Aspect shall, at its sole cost and expense, either (i) procure for NK the right to continue selling such Products, or (ii) replace such Products with non-infringing Products of equivalent functionality. If neither (i) or (ii) are practicable, either Party may terminate this Agreement, effective immediately, upon giving the other party written notice. Upon such termination, Aspect shall refund to NK any unused portions of the prepayments made under Section 2(g)(i) and (ii) above. (iii) This Section 9(b) constitutes NK's exclusive remedy in the event that the Products infringe on the intellectual property rights of third parties. (c) The Party benefitting from any indemnity hereunder (the "indemnified party") hereby agrees that: (A) the other Party (the "indemnifying Party") shall have sole control and authority with respect to the defense or settlement of any such claim; and (B) the indemnified Party and its Affiliatesowners, officers, directors, employees employees, agents or contractors of you or your affiliates, including when you are alleged or held to be the actual, apparent or ostensible agent of the Indemnitee, or the active or passive negligence of any Indemnitee is alleged or proven. You have no obligation to indemnify an Indemnitee for damages to compensate for property damage or personal injury if a court of competent jurisdiction makes a final decision not subject to further appeal that the Indemnitee engaged in willful misconduct or intentionally caused such property damage or bodily injury. This exclusion from the obligation to indemnify shall not, however, apply if the property damage or bodily injury resulted from the use of reasonable force by the Indemnitee to protect persons or property. 8.2 You will respond promptly to any matter described in the preceding paragraph, and agents thereof shall cooperate fully with defend the indemnifying PartyIndemnitee. You will reimburse the Indemnitee for all costs of defending the matter, at including reasonable attorneys’ fees, incurred by the indemnifying Party's sole cost and expenseIndemnitee if your insurer or you do not assume defense of the Indemnitee promptly when requested, or separate counsel is appropriate, in our discretion, because of actual or potential conflicts of interest. We must approve any resolution or course of action in a matter that could directly or indirectly have any adverse effect on us or the defense of any such claim. Any settlement of any such claims that imposes any liability or limitation on the indemnifying Party shall not be entered into without the prior written consent of the indemnifying Party. (d) In the event a claim is based partially on an indemnified claim described in Sections 9(a) and/or 9(b) above and partially on a non-indemnified claimChain, or is based partially on could serve as a claim described in Section 9(a) above and partially on a claim described in Section 9(b) above, any payments and reasonable attorney fees incurred in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Partyprecedent for other matters.

Indemnifications. (a) NK hereby agrees 8.1 Independent of your obligation to procure and maintain insurance, you will indemnify, defend and hold harmless Aspectthe Indemnitees harmless, its Affiliates to the fullest extent permitted by law, from and against all Losses and Expenses, incurred by any Indemnitee for any investigation, claim, action, suit, demand, administrative or alternative dispute resolution proceeding, relating to or arising out of any transaction, occurrence or service at, or involving the operation of, the Facility, any breach or violation of any contract or any law, regulation or ruling by, or any act, error or omission (active or passive) of, you, any party associated or affiliated with you or any of the owners, officers, directors, employees employees, agents or contractors of you or your affiliates, including when you are alleged or held to be the actual, apparent or ostensible agent of the Indemnitee, or the active or passive negligence of any Indemnitee is alleged or proven. You have no obligation to indemnify an Indemnitee for damages to compensate for property damage or personal injury if a court of competent jurisdiction makes a final decision not subject to further appeal that the Indemnitee engaged in willful misconduct or intentionally caused such property damage or bodily injury. This exclusion from the obligation to indemnify shall not, however, apply if the property damage or bodily injury resulted from the use of reasonable force by the Indemnitee to protect persons or property. 8.2 You will respond promptly to any matter described in the preceding paragraph, and agents thereof from defend the Indemnitee. You will reimburse the Indemnitee for all liabilitiescosts of defending the matter, claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation reasonable attorneys' fees, expenses and settlement costs) (collectivelyincurred by the Indemnitee if your insurer or you do not assume defense of the Indemnitee promptly when requested, "Damages") arising out of: (i) NK's failure to comply with relevant laws and regulations; and (ii) NK's making representations or warranties which are not authorized by Aspect hereunderseparate counsel is appropriate, in our discretion, because of actual or potential conflicts of interest. We must approve any resolution or course of action in a matter that could directly or indirectly have any adverse effect on us or the Chain, or could serve as a precedent for other matters. (b) Aspect hereby agrees to 8.3 We will indemnify, defend and hold harmless NKyou harmless, its Affiliates to the fullest extent permitted by law, from and against all officers, directors, employees Losses and agents thereof Expenses incurred by you in any action or claim arising from all Damages arising out of: (i) NK's selling of the Products infringing on the intellectual property rights of third parties; or (ii) personal injuries and/or property damages resulting from the Products; PROVIDED, HOWEVER, that: (i) Aspect shall have no obligation for any claim of infringement arising from: (i) any combination by NK of the Products with any other product not supplied or approved in writing by Aspect, where such infringement would not have occurred but for such combination; (ii) the adaptation or modification of the Products not performed or not authorized by Aspect, where such infringement would not have occurred but for such adaptation or modification; (iii) the misuse of the Products or the your proper use of the Products in an application for which they were not designed, where such infringement would not have occurred but for such System alleging that your use or misuse, unless instructed or authorized by Aspect; or (iv) a claim based on intellectual property rights owned by NK or any of its Affiliates. (ii) In the event that any of the Products are held in a suit or proceeding System and any property we license to infringe any intellectual property rights you is an infringement of a third party's rights to any trade secret, patent, copyright, trademark, service ▇▇▇▇ or trade name. You will promptly notify us in writing when you become aware of any alleged infringement or an action is filed against you. You will cooperate with our defense and resolution of the use claim. We may resolve the matter by obtaining a license of such Products is enjoined or Aspect reasonably believes that it is likely to be found to infringe or likely to be enjoined, Aspect shall, the property for you at its sole cost and our expense, either (i) procure for NK or by requiring that you discontinue using the right infringing property or modify your use to continue selling such Products, or (ii) replace such Products with non-avoid infringing Products of equivalent functionality. If neither (i) or (ii) are practicable, either Party may terminate this Agreement, effective immediately, upon giving the other party written notice. Upon such termination, Aspect shall refund to NK any unused portions of the prepayments made under Section 2(g)(i) and (ii) above. (iii) This Section 9(b) constitutes NK's exclusive remedy in the event that the Products infringe on the intellectual property rights of third partiesothers. (c) The Party benefitting from any indemnity hereunder (the "indemnified party") hereby agrees that: (A) the other Party (the "indemnifying Party") shall have sole control and authority with respect to the defense or settlement of any such claim; and (B) the indemnified Party and its Affiliates, officers, directors, employees and agents thereof shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expense, in the defense of any such claim. Any settlement of any such claims that imposes any liability or limitation on the indemnifying Party shall not be entered into without the prior written consent of the indemnifying Party. (d) In the event a claim is based partially on an indemnified claim described in Sections 9(a) and/or 9(b) above and partially on a non-indemnified claim, or is based partially on a claim described in Section 9(a) above and partially on a claim described in Section 9(b) above, any payments and reasonable attorney fees incurred in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party.

Indemnifications. a. During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor, his relatives, heirs, representatives and assigns (acollectively, the "Licensor Indemnitees) NK hereby agrees to indemnifyand shall hold the Licensor Indemnitees harmless from any loss, defend liability, damage, cost or expense arising out of any claims or suits which may be brought or made against any Licensor Indemnitee by reason of (i) any breach of Licensee's covenants and hold harmless Aspectundertakings hereunder (including those set forth in Paragraph 9 hereof); (ii) any unauthorized use by Licensee of the Property; (iii) Licensee's noncompliance with any applicable laws, its Affiliates and all officers, directors, employees and agents thereof from all liabilities, claims, damages, losses, costs, expenses, demands, suits and actions any applicable regulations (including without limitation attorneys' feesall USDA and other health regulations or any voluntary industry standards); and (iv) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof (including without limitation, expenses and settlement costsany defect in the packaging or in the preparation instructions or the claimed existence of any impurity or other contamination or adulteration of any ingredient that is claimed to have caused illness or other personal injury or death), or any use thereof. b. With regard to Paragraph 5(a) (collectivelyabove, "Damages") arising out of: Licensee agrees to obtain, at no expense to Licensor, (i) NK's failure to comply with relevant laws product liability insurance providing adequate protection for Licensor and regulationsLicensee against any liability arising out of the production, distribution, advertising or use of the Licensed Products which insurance shall be a combined single-limit policy in an amount not less than Twenty Million Dollars ($20,000,000) (provided that Ten Million Dollars ($10,000,000) of such coverage can be "excess" or "umbrella" coverage); and (ii) NK's making representations or warranties which are not authorized all other insurance as required by Aspect hereunder. (b) Aspect hereby agrees to indemnifyapplicable law in connection with the manufacture, defend sale and hold harmless NK, its Affiliates and all officers, directors, employees and agents thereof from all Damages arising out of: (i) NK's selling distribution of the Products infringing on Product. Simultaneously with the intellectual property rights execution of third parties; or (ii) personal injuries and/or property damages resulting from the Products; PROVIDED, HOWEVER, that: (i) Aspect shall have no obligation for any claim of infringement arising from: (i) any combination by NK of the Products with any other product not supplied or approved in writing by Aspect, where such infringement would not have occurred but for such combination; (ii) the adaptation or modification of the Products not performed or not authorized by Aspect, where such infringement would not have occurred but for such adaptation or modification; (iii) the misuse of the Products or the use of the Products in an application for which they were not designed, where such infringement would not have occurred but for such use or misuse, unless instructed or authorized by Aspect; or (iv) a claim based on intellectual property rights owned by NK or any of its Affiliates. (ii) In the event that any of the Products are held in a suit or proceeding to infringe any intellectual property rights of a third party, and the use of such Products is enjoined or Aspect reasonably believes that it is likely to be found to infringe or likely to be enjoined, Aspect shall, at its sole cost and expense, either (i) procure for NK the right to continue selling such Products, or (ii) replace such Products with non-infringing Products of equivalent functionality. If neither (i) or (ii) are practicable, either Party may terminate this Agreement, effective immediatelyLicensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured in a form approved by Licensor, upon giving and requiring that the other party insurer shall not terminate or materially modify such policy or certificate without written notice. Upon such terminationnotice to Licensor at least thirty (30) days in advance thereof. c. During the Term, Aspect and continuing after the expiration or termination of this Agreement, Licensor or any entity established by Licensor pursuant to Paragraph 15 shall refund to NK any unused portions of indemnify Licensee and its representatives and assigns (collectively, the prepayments made under Section 2(g)(i"Licensee Indemnitees) and (ii) above. (iii) This Section 9(b) constitutes NK's exclusive remedy in shall hold the event Licensee Indemnitees harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against any Licensee Indemnitee by reason of any breach by Licensor of his representations and/or obligations under Paragraph 25 hereof; provided, however, that the Products infringe on the intellectual property rights of third parties. indemnification obligation set forth in this subparagraph (c) The Party benefitting from shall be capped in each instance at the amount of any indemnity hereunder royalties or bonuses, including Minimum Royalties, paid or payable during the eighteen (the "indemnified party"18) hereby agrees that: (A) the other Party (the "indemnifying Party") shall have sole control and authority with respect months prior to the defense or settlement incident giving rise to Licensor's indemnification obligations, and in no event shall Licensor's cumulative liability under this subparagraph (c) exceed the total amount of any such claim; and (B) the indemnified Party and its Affiliates, officers, directors, employees and agents thereof shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expense, in the defense of any such claim. Any settlement of any such claims that imposes any liability or limitation on the indemnifying Party shall not be entered into without the prior written consent of the indemnifying Partyroyalties paid by Licensee to Licensor under this Agreement. (d) In the event a claim is based partially on an indemnified claim described in Sections 9(a) and/or 9(b) above and partially on a non-indemnified claim, or is based partially on a claim described in Section 9(a) above and partially on a claim described in Section 9(b) above, any payments and reasonable attorney fees incurred in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party.

Indemnifications. (a) NK hereby agrees to By the Seller. Seller shall indemnify, defend save and hold harmless Aspect------------- Buyers and their respective shareholders, its Affiliates and all officers, directors, employees employees, subsidiaries, representatives, agents and agents thereof Affiliates (collectively "Related Parties"), from and against any and all costs, losses, Taxes, liabilities, obligations, damages, lawsuits, claims, damages, losses, costs, expenses, demands, suits and actions expenses (whether or not arising out of third-party claims), including without limitation reasonable attorneys' fees and all amounts reasonably paid in investigation, defense or settlement of any of the foregoing (herein, "Damages"), suffered by any Buyer or its Related Parties and caused by (i) any breach of any representation or warranty made by Seller in this Agreement (each representation and warranty being read for this purpose without regard to any "materiality"; "Material Adverse Effect", "in any material respect" or similar exception or qualifier contained in any such representation or warranty); (ii) any breach of any covenant or agreement made by Seller in this Agreement; or (iii) any Excluded Liability (including without limitation attorneysany liability imposed upon any Buyer as a result of the parties' fees, expenses and settlement costs) (collectively, "Damages") arising out of: (i) NK's failure to comply with relevant laws any bulk sales or similar law); provided, however, that there will be an aggregate ceiling equal to 30% of the -------- ------- Purchase Price on the obligations of Seller to indemnify, save and regulations; hold harmless Buyers and their respective Related Parties from and against Damages pursuant to Section 10.2(a)(i) and (ii) NK's making representations or warranties which are not authorized by Aspect hereunder. (b) Aspect hereby agrees to indemnify, defend and hold harmless NK, its Affiliates and all officers, directors, employees and agents thereof from all Damages arising out of: (i) NK's selling of the Products infringing no ceiling on the intellectual property rights obligations of third parties; or (ii) personal injuries and/or property damages resulting from the Products; PROVIDED, HOWEVER, that: (i) Aspect shall have no obligation for any claim of infringement arising from: (i) any combination by NK of the Products with any other product not supplied or approved in writing by Aspect, where such infringement would Seller under Section 10.2(a)(iii)). Seller will not have occurred but any liability (for such combination; (iiindemnification or otherwise) the adaptation or modification of the Products not performed or not authorized by Aspect, where such infringement would not have occurred but for such adaptation or modification; (iii) the misuse of the Products or the use of the Products in an application for which they were not designed, where such infringement would not have occurred but for such use or misuse, unless instructed or authorized by Aspect; or (iv) a claim based on intellectual property rights owned by NK or any of its Affiliates. (ii) In the event that any of the Products are held in a suit or proceeding to infringe any intellectual property rights of a third party, and the use of such Products is enjoined or Aspect reasonably believes that it is likely to be found to infringe or likely to be enjoined, Aspect shall, at its sole cost and expense, either (i) procure for NK the right to continue selling such Products, or (ii) replace such Products with non-infringing Products of equivalent functionality. If neither (iunder Section 10.2(a)(i) or (ii) are practicable, either Party may terminate this Agreement, effective immediately, upon giving until the other party written notice. Upon such termination, Aspect shall refund to NK any unused portions total of the prepayments made under Section 2(g)(i) and (ii) above. (iii) This Section 9(b) constitutes NK's exclusive remedy in the event that the Products infringe on the intellectual property rights of third parties. (c) The Party benefitting from any indemnity hereunder (the "indemnified party") hereby agrees that: (A) the other Party (the "indemnifying Party") shall have sole control and authority all Damages with respect to the defense or settlement of any such claim; and matters exceeds One Hundred Fifty Thousand Dollars (B$150,000) the indemnified Party and its Affiliates, officers, directors, employees and agents thereof shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expense, in the defense aggregate, and then only to the extent of such excess (and no such threshold with respect to matters covered by Section 10.2(a)(iii)). For purposes of this Section 10.2(a), to the extent any claim for indemnification may be properly made pursuant to Section 10.2(a)(iii) and either Section 10.2(a)(i) or (ii), then such claim. Any settlement of any claim for indemnification to such claims that imposes any liability or limitation on the indemnifying Party extent shall not be entered into without the prior written consent of the indemnifying Party. (d) In the event a claim is based partially on an indemnified claim described in Sections 9(a) and/or 9(b) above and partially on a non-indemnified claim, or is based partially on a claim described in Section 9(a) above and partially on a claim described in Section 9(b) above, any payments and reasonable attorney fees incurred in connection with such claims are deemed to be apportioned between the Parties in accordance with the degree of cause attributable made pursuant only to each PartySection 10.2(a)(iii) and not pursuant to Section 10.2(a)(i) or (ii).

Indemnifications. (a) NK Distributor hereby agrees to indemnify, defend defend, and hold harmless AspectManufacturer, its Affiliates Affiliates, and all officers, directors, employees and agents thereof from all Third Party liabilities, claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation reasonable attorneys' ’ fees, expenses and settlement costs) (collectively, "“Third Party Damages"”) arising out of: of (i) NK's failure to comply with relevant laws and regulations; and (ii) NK's Distributor’s making representations or and warranties with respect to the Product which are not authorized by Aspect Manufacturer hereunder; (ii) Distributor’s breach of any representations, warranties, or covenants contained in this Agreement; (iii) the negligence or willful misconduct of Distributor, its Affiliates, or their respective employees or agents in the performance of any obligation under this Agreement; and (iv) Distributor’s use of its name or marks in the offer for sale and sale of the Product infringing on the intellectual property rights of Third Parties. (b) Aspect Manufacturer hereby agrees to indemnify, defend defend, and hold harmless NKDistributor, its Affiliates Affiliates, and all officers, directors, employees and agents thereof from all Third Party Damages arising out of: of (i) NK's selling injuries to third parties resulting from any Product resold by Distributor in accordance with the terms of this Agreement; and (ii) Distributor’s reselling of the Products infringing on the intellectual property rights of third partiesparties or constituting a misappropriation of any third party’s trade secrets; provided, however, that with respect to part (ii) above: i. In the event that any Product is held in a suit or proceeding to infringe any intellectual property rights of a third party (or constitute the misappropriation of a trade secret of a third party) and the use or reselling of such Product is enjoined, or Manufacturer reasonably believes that it is likely to be found to infringe or constitute misappropriation or likely to be enjoined, then Manufacturer shall, at its sole cost and expense, at its sole option, either (A) procure for Distributor the right to continue reselling such Product; or (B) modify such Product so that it becomes noninfringing or no longer constitutes misappropriation. If neither (A) nor (B) is practicable, then Manufacturer may, in its sole discretion, remove such Product from this Agreement upon repurchasing Distributor’s inventory of such Product which is saleable and in the original packages and unaltered from their original form and design, subject to Manufacturer’s inspection, test, and acceptance. Any such repurchase of Distributor’s inventory of Products shall be at the price paid by Distributor for such Products. Such repurchased inventory shall be shipped by Distributor freight prepaid, according to Manufacturer’s instructions. Manufacturer shall pay Distributor for such repurchased Products within [**] days after Manufacturer receives those Products in its designated facility. ii) personal injuries and/or property damages resulting from the Products; PROVIDED, HOWEVER, that: (i) Aspect . Manufacturer shall have no obligation for any claim of infringement arising from: (iA) any combination by NK of the Products with any other product products not supplied or approved in writing by AspectManufacturer, where such infringement would not have occurred but for such combination; (iiB) the adaptation or modification of the Products not performed or not authorized by AspectProducts, where such infringement would not have occurred but for such adaptation or modification; (iiiC) the misuse of the Products or the use of the Products a Product in an application for which they were it was not designeddesigned or intended, where such infringement would not have occurred but for such use or misuse, unless instructed or authorized by Aspectuse; or (ivD) a claim based on intellectual property rights owned by NK Manufacturer or any of its Affiliates. (ii) In the event that any of the Products are held in a suit or proceeding to infringe any intellectual property rights of a third party, and the use of such Products is enjoined or Aspect reasonably believes that it is likely to be found to infringe or likely to be enjoined, Aspect shall, at its sole cost and expense, either (i) procure for NK the right to continue selling such Products, or (ii) replace such Products with non-infringing Products of equivalent functionality. If neither Manufacturer is not required to indemnify Distributor for a claim pursuant to subsections (i) or A), (ii) are practicableB), either Party may terminate this Agreement, effective immediately, upon giving the other party written notice. Upon such termination, Aspect shall refund to NK any unused portions of the prepayments made under Section 2(g)(i(C) and (iiD) above, Distributor agrees to indemnify, defend, and hold harmless Manufacturer and its Affiliates, officers, directors, employees, and agents from and against all Third Party Damages of any kind whatsoever, arising directly or indirectly out of such claims. (iii) . This Section 9(b22(b) constitutes NK's states Distributor’s sole and exclusive remedy in the event that the Products infringe a Product provided by Manufacturer infringes on the intellectual property rights right of any third partiesparty. (c) The indemnified Party benefitting from any indemnity hereunder (the "indemnified party"be it Manufacturer under Section 22(a) above or Distributor under Section 22(b) above) hereby agrees that: (Ai) the other Party (the "“indemnifying Party"”) shall have sole control and authority with respect to the defense or settlement of any such claim; and (Bii) the indemnified Party and its Affiliates, officers, directors, employees and agents thereof shall cooperate fully with the indemnifying Party, at the indemnifying Party's ’s sole cost and expense, in the defense of any such claim. Any settlement of any such claims that imposes any liability or limitation on the indemnifying indemnified Party shall not be entered into without the prior written consent of the indemnified Party. The indemnified Party shall provide the indemnifying PartyParty with prompt written notice of such claim. (d) In the event a claim is based partially on an indemnified claim described in Sections 9(a22(a) and/or 9(b22(b) above and partially on a non-indemnified claim, or is based partially on a claim described in Section 9(a22(a) above and partially on a claim described in Section 9(b22(b) above, any payments and reasonable attorney attorneys’ fees incurred in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party.

Indemnifications. (a) NK hereby agrees to indemnify, defend VSI shall (i) indemnify and hold harmless AspectCompuCredit, its Affiliates and all officers, directors, employees directors and agents thereof from all liabilities, claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation attorneys' fees, expenses and settlement costs) CompuCredit Affiliates (collectively, the "DamagesCompuCredit Parties") from and against any liability, cost, loss or expense of any kind (including but not limited to attorneys fees and court costs), and (ii) defend, through use of legal counsel chosen by VSI, any suit or proceeding against a CompuCredit Party, in the case of both (i) and (ii), arising out of or based on any claim, demand or action alleging that the Switch or any other product or item of intellectual property licensed or provided by VSI to CompuCredit pursuant to this Agreement ("VSI Intellectual Property") infringes any Third Party Intellectual Property Right (as that term is defined below) or arising out of or based on any material breach by VSI of Section 5.1. VSI shall have no obligations hereunder to the extent that such claim, demand or action arises from or occurs as a result of: (i) NK's failure to comply the use of the product or item of VSI Intellectual Property by any CompuCredit Party in combination with relevant laws any other hardware, platform, device, program, software or other item unless VSI either (A) specifically recommended such combined use or (B) knew or should have known that such combined use by CompuCredit was normal and regulationscustomary under the circumstances; and (ii) NK's making representations the failure of CompuCredit to implement changes, replacements, or warranties which are new releases recommended by VSI and made available to CompuCredit at no cost or a nominal cost, where such claim, demand or action would have been avoided by such changes, replacements or new releases; or (iii) any modifications or changes made to the Switch by or at the specific instruction of CompuCredit. This Section 5.3(a) states the entire liability of VSI with respect to infringement of any Third Party Intellectual Property Rights, and VSI shall have no additional liability with respect to any alleged or proven infringement. In addition, VSI shall not authorized by Aspect hereunderhave any liability under this Section 5.3 or otherwise to CompuCredit for any liability, cost, loss or expense of any kind arising out of or based on any actual or alleged violation of the Fair Credit and Reporting Act ("FCRA") and the ▇▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Act ("GLBA"). (b) Aspect hereby agrees If VSI is obligated to indemnifyindemnify a CompuCredit Party pursuant to Section 5.3(a) above, defend or if VSI reasonably believes that it will become obligated to indemnify a CompuCredit Party pursuant to Section 5.3(a) above, then VSI, at its own option and hold harmless NKexpense, its Affiliates and all officers, directors, employees and agents thereof from all Damages arising out ofshall take one of the following remedial actions: (i) NK's selling procure for the CompuCredit Party the right to continue using the infringing product or item of VSI Intellectual Property from the Products infringing on Third Party owning the intellectual property rights of third partiesThird Party Intellectual Property Right which is allegedly being infringed upon; or (ii) personal injuries and/or property damages resulting from replace the Products; PROVIDEDallegedly infringing product or item of VSI Intellectual Property with one that is not infringing, HOWEVER, that: (i) Aspect shall have no obligation for any claim of infringement arising from: (i) any combination by NK and which is the functional equivalent of the Products with any other infringing product not supplied or approved in writing by Aspect, where such infringement would not have occurred but for such combination; (ii) the adaptation or modification of the Products not performed or not authorized by Aspect, where such infringement would not have occurred but for such adaptation or modification; (iii) the misuse of the Products or the use of the Products in an application for which they were not designed, where such infringement would not have occurred but for such use or misuse, unless instructed or authorized by Aspect; or (iv) a claim based on intellectual property rights owned by NK or any of its Affiliates. (ii) item. In the event that VSI is unable to achieve either of such remedial actions at a commercially reasonable cost, it shall allow CompuCredit to attempt to perform either of said remedial actions at VSI's cost so long as such cost does not exceed the royalty or fee charged by any Third Party, from whom CompuCredit obtains such right, to other Third Parties. (c) CompuCredit shall (i) indemnify and hold harmless VSI, its officers, directors and affiliated entities (collectively, the "VSI Parties") from and against any liability, cost, loss or expense of the Products are held in a any kind (including but not limited to attorneys fees and court costs), and (ii) defend, through use of legal counsel chosen by CompuCredit, any suit or proceeding to infringe any intellectual property rights against a VSI Party, in the case of a third party, and the use of such Products is enjoined or Aspect reasonably believes that it is likely to be found to infringe or likely to be enjoined, Aspect shall, at its sole cost and expense, either both (i) procure for NK the right to continue selling such Products, or (ii) replace such Products with non-infringing Products of equivalent functionality. If neither (i) or (ii) are practicable, either Party may terminate this Agreement, effective immediately, upon giving the other party written notice. Upon such termination, Aspect shall refund to NK any unused portions of the prepayments made under Section 2(g)(i) and (ii) abovearising out of or based on any claim, demand or action alleging any violation of or otherwise relating to the FCRA or the GLBA. (iiid) This Section 9(bCompuCredit shall (i) constitutes NK's exclusive remedy indemnify and hold harmless the VSI Parties from and against any liability, cost, loss or expense of any kind (including but not limited to attorneys fees and court costs), and (ii) defend, through use of legal counsel chosen by CompuCredit any suit or proceeding against a VSI Party, in the event that the Products infringe case of both (i) and (ii), arising out of or based on the intellectual property rights any material breach by CompuCredit or any CompuCredit Affiliate of third partieseither Section 5.2 or Section 8.9. (ce) The rights of a Party benefitting from any indemnity hereunder under this Section 5.3 to be indemnified as set forth herein shall be subject to all of the following: (a) the Party to be indemnified (the "indemnified partyIndemnified Party") hereby agrees that: (A) must notify the other Party (the "indemnifying Indemnifying Party") in writing promptly upon learning that such claim has been or may be asserted, (b) the Indemnifying Party shall have sole control over the defense of such claim and authority with respect any negotiations for the settlement or compromise thereof, unless any settlement could have a material adverse effect on the operations of the other Party, in which case the consent of the other Party to such settlement shall be required, and (c) the Indemnified Party shall provide reasonable assistance and cooperation to the defense Indemnifying Party to facilitate the settlement or settlement of any such claim; and (B) the indemnified Party and its Affiliates, officers, directors, employees and agents thereof shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expense, in the defense of any such claim. Any settlement of any such claims that imposes any liability or limitation on the indemnifying Party shall not be entered into without the prior written consent of the indemnifying Party. (df) In The indemnification obligations set forth herein shall survive during the event a claim is based partially on an indemnified claim described in Sections 9(aTerm and for one (1) and/or 9(b) above and partially on a non-indemnified claim, or is based partially on a claim described in Section 9(a) above and partially on a claim described in Section 9(b) above, any payments and reasonable attorney fees incurred in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Partyyear thereafter.

Indemnifications. (a) NK hereby agrees In addition to indemnifyall other obligations of Vendor set forth in this Agreement, defend Vendor will be liable for, indemnify and hold DFS harmless Aspectfor one hundred percent (100%) of any loss DFS suffers from DFS' purchase of Merchandise from Vendor and subsequent consignment of said Merchandise, its Affiliates and which loss shall include, but not be limited to, all officers, directors, employees and agents thereof from all liabilities, claims, damages, claims losses, costs, expenses, demandsliability, suits and actions or damages sustained (including without limitation reasonable attorneys' fees, expenses and settlement costs) (collectively, "Damages") arising out ofof DFS' performance of the terms of or set forth in and/or contemplated by this Agreement, the Consignment Agreement and/or any other agreement, whether resulting from the following or otherwise: (i) NK's failure damage to comply with relevant laws and regulations; and property, or injury to or death or persons, occasioned by or in connection with, the acts or omissions of Vendor, MRK, or either of their respective agents, employees or subcontractors, or occasioned by the consigned Merchandise, the use or presence thereof, or by any other act or omission actually or allegedly giving rise to liability on the part of DFS, (ii) NK's making representations product liability claims relating to the Merchandise or warranties which are not authorized any enhancements thereto (whether due to manufacturing or installation defects, failure to warn of potential hazards, design defects, claims or defenses asserted by Aspect hereunder. (b) Aspect hereby agrees to indemnify, defend and hold harmless NK, its Affiliates and all officers, directors, employees and agents thereof from all Damages arising out of: (i) NK's selling any buyer of the Products infringing on the intellectual property rights of third parties; Merchandise or (ii) personal injuries and/or property damages resulting from the Products; PROVIDEDotherwise), HOWEVER, that: (i) Aspect shall have no obligation for any claim of infringement arising from: (i) any combination by NK of the Products with any other product not supplied or approved in writing by Aspect, where such infringement would not have occurred but for such combination; (ii) the adaptation or modification of the Products not performed or not authorized by Aspect, where such infringement would not have occurred but for such adaptation or modification; (iii) the misuse claims based upon any express or implied warranty, including, but not limited to, any implied warranty of the Products merchantability or the use of the Products in an application fitness for which they were not designeda particular purpose, where such infringement would not have occurred but for such use or misuse, unless instructed or authorized by Aspect; or (iv) a issues regarding the value, quality, condition, operation, or description of the consigned Merchandise (whether or not discoverable), and any other claim based on that such goods are defective or otherwise fail to perform to the provisions of the underlying contact, (v) any unauthorized release or delivery of the Merchandise to any party other than as provided herein, (vi) any theft or conversion of the Merchandise, (vii) any mysterious disappearance of the Merchandise, (viii) any damage or casualty loss, or other shortage of the Merchandise, (ix) any patent, trade secret, copyright infringement or other claim with respect to third party proprietary rights, or any other intellectual property rights owned by NK claims (whether for patent, copyright or any of its Affiliates. trademark infringement or unauthorized use or sale or otherwise), (iix) In the event that any of the Products are held in a suit consumer protection or proceeding to infringe any intellectual property rights of a third party, and the use of such Products is enjoined or Aspect reasonably believes that it is likely to be found to infringe or likely to be enjoined, Aspect shall, at its sole cost and expense, either (i) procure for NK the right to continue selling such Productsdeceptive trade practice claims, or (iixi) replace such Products with non-infringing Products of equivalent functionality. If neither (i) or (ii) are practicable, either Party may terminate this Agreement, effective immediately, upon giving the other party written notice. Upon such termination, Aspect shall refund to NK any unused portions of the prepayments made under Section 2(g)(i) and (ii) aboveantitrust claims. (iii) This Section 9(b) constitutes NK's exclusive remedy in the event that the Products infringe on the intellectual property rights of third parties. (c) The Party benefitting from any indemnity hereunder (the "indemnified party") hereby agrees that: (A) the other Party (the "indemnifying Party") shall have sole control and authority with respect to the defense or settlement of any such claim; and (B) the indemnified Party and its Affiliates, officers, directors, employees and agents thereof shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expense, in the defense of any such claim. Any settlement of any such claims that imposes any liability or limitation on the indemnifying Party shall not be entered into without the prior written consent of the indemnifying Party. (d) In the event a claim is based partially on an indemnified claim described in Sections 9(a) and/or 9(b) above and partially on a non-indemnified claim, or is based partially on a claim described in Section 9(a) above and partially on a claim described in Section 9(b) above, any payments and reasonable attorney fees incurred in connection with such claims are to be apportioned between the Parties in accordance with the degree of cause attributable to each Party.

Indemnifications. Neither LANDLORD nor any agent or employee of LANDLORD shall be liable to TENANT for any injury or damage to TENANT or to any other person or for any damage to, or loss (by other person, irrespective of the cause of such injury, damage, or loss), unless caused by or due to the negligence of LANDLORD, its agents, or employees without contributory negligence of TENANT, its agents or employees, subject to the comparative negligence doctrine, it being understood that no property, other than such as might normally be brought upon or kept in the Premises as an incident to the reasonable use of the Premises for the purposes herein permitted, will be brought upon or be kept in the Premises. TENANT shall indemnify and save harmless LANDLORD and its agents against and from (a) NK hereby agrees to indemnify, defend and hold harmless Aspect, its Affiliates any and all officers, directors, employees and agents thereof from all liabilities, claims, damages, losses, costs, expenses, demands, suits and actions (including without limitation attorneys' fees, expenses and settlement costs) (collectively, "Damages") arising out of: claims (i) NK's failure to comply with relevant laws and regulations; and arising from (iix) NK's making representations the conduct or warranties which are not authorized by Aspect hereunder. (b) Aspect hereby agrees to indemnify, defend and hold harmless NK, its Affiliates and all officers, directors, employees and agents thereof from all Damages arising out of: (i) NK's selling management of the Products infringing on the intellectual property rights Demised Premises or of third parties; any business therein, or (ii) personal injuries and/or property damages resulting from the Products; PROVIDED, HOWEVER, that: (i) Aspect shall have no obligation for any claim of infringement arising from: (iy) any combination work or thing whatsoever done, or any condition created or permitted to exist (other than by NK LANDLORD for LANDLORD's or TENANT's account) in or about the Demised Premises during the term of this Lease, or during the period of time, if any, prior to the commencement of the Products with any other product not supplied or approved in writing by Aspect, where such infringement would not term hereof that TENANT may have occurred but for such combination; (ii) been given access to the adaptation or modification of the Products not performed or not authorized by Aspect, where such infringement would not have occurred but for such adaptation or modification; (iii) the misuse of the Products or the use of the Products in an application for which they were not designed, where such infringement would not have occurred but for such use or misuse, unless instructed or authorized by Aspect; or (iv) a claim based on intellectual property rights owned by NK or any of its Affiliates. (ii) In the event that any of the Products are held in a suit or proceeding to infringe any intellectual property rights of a third party, and the use of such Products is enjoined or Aspect reasonably believes that it is likely to be found to infringe or likely to be enjoined, Aspect shall, at its sole cost and expense, either (i) procure for NK the right to continue selling such ProductsDemised Premises, or (ii) replace such Products with non-infringing Products of equivalent functionality. If neither (i) or (ii) are practicable, either Party may terminate this Agreement, effective immediately, upon giving the other party written notice. Upon such termination, Aspect shall refund to NK any unused portions of the prepayments made under Section 2(g)(i) and (ii) above. (iii) This Section 9(b) constitutes NK's exclusive remedy in the event that the Products infringe on the intellectual property rights of third parties. (c) The Party benefitting arising from any indemnity hereunder (the "indemnified party") hereby agrees that: (A) the other Party (the "indemnifying Party") shall have sole control and authority with respect to the defense negligent or settlement otherwise wrongful act or omission of TENANT or any such claimof its subtenants or its or their employees, agents, or contractors; and (Bb) the indemnified Party all costs, expenses, and its Affiliates, officers, directors, employees and agents thereof shall cooperate fully with the indemnifying Party, at the indemnifying Party's sole cost and expense, liabilities incurred in the defense of any such claim. Any settlement of any such claims that imposes any liability or limitation on the indemnifying Party shall not be entered into without the prior written consent of the indemnifying Party. (d) In the event a claim is based partially on an indemnified claim described in Sections 9(a) and/or 9(b) above and partially on a non-indemnified claim, or is based partially on a claim described in Section 9(a) above and partially on a claim described in Section 9(b) above, any payments and reasonable attorney fees incurred in connection with each such claim or action or proceeding brought thereon. Notwithstanding anything contained herein to the contrary, in no event shall Tenant be obligated to indemnify Landlord under this Section 16 from claims are to arising from the gross negligence or wilful misconduct of Landlord, its employees and representatives. In case any action or proceeding be apportioned between the Parties in accordance with the degree of cause attributable to each Partybrought against LANDLORD, TENANT shall resist and defend such action or proceeding.