13. WARRANTY AND INDEMNITY13.1 To t

13. WARRANTY AND INDEMNITY
13.1 To the extent the Liabilities (defined below) are not paid from insurance required to be maintained under this Agreement, each party does hereby agree to indemnify, protect, defend, and hold harmless (such indemnifying party being referred to as the "indemnitor") the other party (the "indemnitee") and the indemnitee's officers, agents, attorneys, customers, directors, subsidiaries, affiliates, parents, employees, licensees (collectively, the "Indemnified Parties") for, from and against all claims, demands, liabilities, damages, costs, suits, losses, liens, expenses, causes of action, judgments and fees (including court costs, reasonable attorneys' fees, costs of investigation, penalties, interest, and amounts paid in settlement) of any nature, kind or description or of any person or entity whomsoever, arising out of, or alleged to have arisen out of (in whole or in part) the performance of this Agreement and arising from the breach or warranties and guarantees set forth in Part 9; the negligence or misconduct of the indemnitor or any act outside the scope of the indemnitor's authority under this Agreement (collectively, the "Liabilities"). When the Liabilities are caused by the joint negligence or misconduct of both parties, or by the indemnitor and a third party (except the indemnitor's agents, employees, customers, licensees or invitees), the indemintor's duty to defend, indemnify and hold the indemnitee harmless shall be in proportion to the indemnitor's allocable share of the joint negligence or misconduct. Upon either party's receipt of written notice of any action, administrative or legal proceeding or investigation to which this indemnification may apply, such party shall promptly advise the other party in writing of the same, and the indemnitor shall assume on behalf of the indemnitee (and the other Indemnified Parties) and conduct with due diligence and in good faith the defense thereof with counsel satisfactory to the indemnitee; provided, however, that the indemnitee shall have the right, at its option, to be represented by advisory counsel of its own selection and at its own expense. In the event of failure by the indemnitor to fully perform in accordance with this paragraph, the indemnitee, at its option, and without relieving the indemnitor of its obligations, subject to the notice requirements of Paragraph 18, may so perform, but all costs and expenses so incurred by the indemnitee in that event shall be reimbursed by the indemnitor to the indemnitee, together with interest on the same from the date of the indemnitee's payment of such expense to the date of payment by the indemnitor at the rate of interest provided to be paid on judgments signed and entered in the State Superior Courts of California. Payment of any amount payable under this Paragraph 13 shall be made within five (5) days after receipt of written demand therefore. Such demand shall contain sufficient facts to apprise the indemnitor of the basis for such demand for indemnity. The indemnitee shall be entitled to any and all remedies available at law or in equity, including without limitation, damages and all equitable remedies, as a means of collecting the indemnification to which entitled. All remedies for which the indemnitee shall be entitled shall be deemed independent and cumulative of one another. The obligations and indemnity provided for in this Paragraph 13 and Paragraph 9, shall survive the termination of this Agreement.

Kết quả (Việt) 1:

13. BẢO HÀNH VÀ BỒI THƯỜNG13.1 To the extent the Liabilities (defined below) are not paid from insurance required to be maintained under this Agreement, each party does hereby agree to indemnify, protect, defend, and hold harmless (such indemnifying party being referred to as the "indemnitor") the other party (the "indemnitee") and the indemnitee's officers, agents, attorneys, customers, directors, subsidiaries, affiliates, parents, employees, licensees (collectively, the "Indemnified Parties") for, from and against all claims, demands, liabilities, damages, costs, suits, losses, liens, expenses, causes of action, judgments and fees (including court costs, reasonable attorneys' fees, costs of investigation, penalties, interest, and amounts paid in settlement) of any nature, kind or description or of any person or entity whomsoever, arising out of, or alleged to have arisen out of (in whole or in part) the performance of this Agreement and arising from the breach or warranties and guarantees set forth in Part 9; the negligence or misconduct of the indemnitor or any act outside the scope of the indemnitor's authority under this Agreement (collectively, the "Liabilities"). When the Liabilities are caused by the joint negligence or misconduct of both parties, or by the indemnitor and a third party (except the indemnitor's agents, employees, customers, licensees or invitees), the indemintor's duty to defend, indemnify and hold the indemnitee harmless shall be in proportion to the indemnitor's allocable share of the joint negligence or misconduct. Upon either party's receipt of written notice of any action, administrative or legal proceeding or investigation to which this indemnification may apply, such party shall promptly advise the other party in writing of the same, and the indemnitor shall assume on behalf of the indemnitee (and the other Indemnified Parties) and conduct with due diligence and in good faith the defense thereof with counsel satisfactory to the indemnitee; provided, however, that the indemnitee shall have the right, at its option, to be represented by advisory counsel of its own selection and at its own expense. In the event of failure by the indemnitor to fully perform in accordance with this paragraph, the indemnitee, at its option, and without relieving the indemnitor of its obligations, subject to the notice requirements of Paragraph 18, may so perform, but all costs and expenses so incurred by the indemnitee in that event shall be reimbursed by the indemnitor to the indemnitee, together with interest on the same from the date of the indemnitee's payment of such expense to the date of payment by the indemnitor at the rate of interest provided to be paid on judgments signed and entered in the State Superior Courts of California. Payment of any amount payable under this Paragraph 13 shall be made within five (5) days after receipt of written demand therefore. Such demand shall contain sufficient facts to apprise the indemnitor of the basis for such demand for indemnity. The indemnitee shall be entitled to any and all remedies available at law or in equity, including without limitation, damages and all equitable remedies, as a means of collecting the indemnification to which entitled. All remedies for which the indemnitee shall be entitled shall be deemed independent and cumulative of one another. The obligations and indemnity provided for in this Paragraph 13 and Paragraph 9, shall survive the termination of this Agreement.