Buyer’s Indemnity. Buyer hereby covenants and agrees upon demand of Seller to pay and assume liability for, and indemnify, protect, defend, save and keep harmless each Seller Indemnitee from and against, any and all liabilities, Taxes, fees, obligations, losses, damages, settlements, claims, actions, suits, penalties, costs and expenses (including, without limitation, reasonable fees and expenses of counsel) of whatsoever kind and nature which may at any time or from time to time be imposed upon, incurred by or asserted against any Seller Indemnitee in any way relating to, resulting from or arising out of # any inaccuracy or breach of any representation or warranty made by Buyer under this Agreement or any Buyer Agreements, # any failure by Buyer to have observed or performed any of its obligations under or in connection with this Agreement or any Buyer Agreements in respect of or to the extent attributable to the period from and after Closing, or # any claims made after Closing, solely to the extent such claim is not attributable # to the period occurring prior to Closing or # to Seller’s failure to perform its obligations under this Agreement or the Seller Agreements.

Subtenant's Indemnity. Subtenant shall indemnify, defend, protect, and hold Sublandlord and its officers, agents, employees, licensee, invitees, successors and assigns (collectively, "Sublandlord’s Agents") and Master Landlord harmless from and against all claims, demands, actions, causes of action, losses and expenses (collectively "Claims") which may be brought against Sublandlord, Sublandlord 's Agents or Master Landlord or which Sublandlord, Sublandlord 's Agents or Master Landlord may pay or incur by reason of any breach or default of this Sublease by Subtenant, a misrepresentation by Subtenant with respect to any matter set forth herein, or the acts, omissions, negligence or willful misconduct of Subtenant or Subtenant's employees, agents, contractors, or invitees in or about the Subleased Premises during the Term to the extent that the Claims are not caused by the negligence or willful misconduct of Sublandlord or Sublandlord’s Agents or Sublandlord’s violation of this Sublease, or the negligence or willful misconduct of Landlord or Landlord’s violation of the Master Lease. Without limiting the generality of the foregoing, Subtenant shall indemnify, defend, protect and hold Sublandlord, Sublandlord’s Agents and Master Landlord harmless from and against any Claims which may be brought against Sublandlord, Sublandlord’s Agents or Master Landlord or which Sublandlord, Sublandlord’s Agents or Master Landlord may pay or incur by reason of any violation of any laws by Subtenant or its employees, agents or contractors during the Term.

AB Indemnity. AB shall indemnify JUPITER from, and defend JUPITER against, any and all loss, liability or expenses (including attorneys’ fees and expenses as reasonably incurred) arising out of or relating to any claim by a third party that the Product infringe upon the patent, copyright, trademark, trade secret or other intellectual property rights of any third party, except to the extent such infringement is a result of JUPITER’s “white label” branding of the Product.

If under any Applicable Law, any payment to the Lender under or in connection with this Agreement (whether pursuant to any judgment, court order or otherwise) is made or falls to be satisfied in a currency (the “Other Currency”), other than that in which the relevant payment is due (the “Required Currency”), then, to the extent that the payment (when converted into the Required Currency at the rate of exchange as conclusively determined by the Lender on the date of payment, or if it is not practicable for the Lender to purchase the Required Currency with the Other Currency on the date of payment, at the rate of exchange as soon afterwards as it is practicable for them to do so) falls short of the amount due under the relevant provisions of this Agreement, the Borrower shall, as a separate and independent obligation, indemnify and hold harmless the Lender against the amount of such shortfall and the Lender shall have a further separate cause of action against the Borrower to recover the amount of such shortfall. For the purpose of this Clause, “rate of exchange” means the rate at which the Lender is able on the date of payment or such other date to purchase the Required Currency with the Other Currency and shall take into account any premium and other costs of exchange.

Owners’ Indemnity. Owners shall indemnify, hold harmless and defend Service Provider, its present and future Affiliates and the respective directors, officers, employees, representatives, agents, shareholders, attorneys, successors and assigns of each of them and all persons or entities claiming through them (collectively referred to as “Service Provider Persons Indemnified”), from and against # all third party claims associated with any injury of or death to natural persons or damage to or destruction of third party property to the extent that such injury, death or damage is proximately caused by or arises out of the negligence or willful misconduct of Owners or their Representatives in the performance or prosecution by Owners or its Representatives of work related to the Project; # any violation of Law to the extent such violation of Law is made by Owners or their Representatives in the performance or prosecution by Owners or their Representatives of work related to the Project; # any and all claims, demands, causes of action, damages, liabilities, losses, penalties, costs and expenses (including reasonable attorneys’ fees) associated with # the Release on or from the Site or any other location of any Hazardous Materials to the extent caused by the negligent acts or negligent omissions or willful misconduct of Owners or their Representatives in the performance or prosecution by Owners or their Representatives of work related to the Project, or # contamination of the environment or injury to natural resources resulting from Hazardous Materials to the extent caused by the negligent acts or omissions or willful misconduct of Owners or their Representatives in the performance or prosecution by Owners or their Representatives of work related to the Project; # all third-party claims of delay, additional work, or other commercial claims, in all such cases arising after the Effective Date, by any third-party contractor having privity with Owners and performing work related to the Project, or by such contractor’s subcontractors, vendors or suppliers, performing work related to the Project; and # all third-party claims of delay, additional work, or other commercial claims, in all such cases arising after the Effective Date, by any third-party contractor having privity with Service Provider under a subcontract or purchase order listed on Exhibit H, Part B or a subcontract or purchase order the Owners direct the Service Provider to assume to permit Service Provider to perform the Services hereunder, or by such contractor’s subcontractors, vendors or suppliers, performing work related to the Project. This Owners’ indemnity obligation shall not apply to any claim arising out of Service Provider’s, its subcontractors’, or their Representatives’ # failure to comply with applicable Law, # reckless or intentionally wrongful conduct, including activities or actions that Service Provider knows are contrary to Owners’ written direction or position, which are not contrary to Law or the terms of this Agreement, or # actions other than those taken pursuant to this Agreement.

Partial Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some, but not all, of Indemnitee's Indemnifiable Liabilities, the Company shall indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

Parties' Indemnity. Subject to the terms of this Section, the Parties hereby agree to indemnify, defend and hold harmless the other Party and its officers, directors, agents, attorneys, accountants and affiliates from and against any and all losses, claims, obligations, demands, assessments, penalties, liabilities, costs, damages, reasonable attorneys’ fees and expenses (“Damages”) asserted against or incurred by the Party by reason of or resulting from a breach by the other Party of any representation, warranty or covenant contained herein, or in any agreement executed pursuant thereto.

Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1, the ​ indemnifies and holds Indemnitee harmless against all Expenses, judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred by him or her or on his or her behalf if, by reason of his or her Corporate Status, he or she is, or is threatened to be made, a party to, or participant in, any Proceeding (including a Proceeding by or in the right of the ​), including, without limitation, any and all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The only limitation that will exist on the ​’s obligations pursuant to this Agreement will be that the ​ will not be obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, in Sections 6 and 7) to be unlawful.

Insurance. Other than as disclosed on [Schedule 3.1(q)], the Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

Insurance. During the Term and for a period of three (3) years after expiration or termination of this Agreement, Commercializing Party shall maintain, at its expense, commercial general liability insurance in commercially reasonable amounts and with appropriate coverage, including product liability, personal injury, bodily injury, and property damage, for the Commercialization and use of the Products and contractual liability coverage for its indemnification obligations under this Agreement. Commercializing Party shall provide a certificate of insurance (or evidence of self-insurance) evidencing such coverage to Licensor upon request. For clarity, such insurance will not limit Commercializing Party’s obligations or liability (including with respect to its indemnification obligations) hereunder. Commercializing Party shall ensure that any sublicensee or subcontractor performing activities in connection with this Agreement has proper and adequate general liability insurance to cover its risks with respect to Licensor for damages mentioned above.