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(b) Upon .an Event of Default by Ticketmaster, Ticketmaster shall, without <br />demand, forthwith pay to Principal all amounts due and owing pursuant hereto, and Principal <br />may: <br /> <br />(i) require Ticketmaster to remove all Hardware from the Facility; and <br /> <br />(ii) terminate this Agreement. <br /> <br /> (c) Upon an Event of Default by Principal, Principal shall, without demand, <br />forthwith pay to Ticketmaster all amounts due and owing pursuant hereto and Principal <br />authorizes Ticketmaster to setoff any amounts owed to Ticketmaster hereunder against any <br />amounts held by Ticketmaster on behalf of Principal, and Ticketmaster may: <br /> <br /> (i) terminate Principal's right to access and use the TM System and <br />take immediate possession of the Hardware wherever the same may be located without demand, <br />notice or court order; and <br /> <br />(ii) terminate this Agreement. <br /> <br /> (d) No remedy referred to in this Section is intended to be exclusive, but each <br />shall be cumulative and in addition to any other remedy herein or otherwise available at law or in <br />equity, each and all of which are subject to the limitation contained in Section 6 above. <br /> <br />19. Indemnitx: The following indemnities shall survive termination of this <br />agreement. <br /> <br /> (a) Principal-shall indemnify Ticketmaster and its successors and their <br />officers, directors, employees and agents and their successors and assigns (collectively, for <br />purposes of this Section, "Ticketmaster's Indemnitees") against, and hold Ticketmaster's <br />Indemnitees harmless from, any and all claims, actions, damages, expenses (including court costs <br />and reasonable attorneys' fees), obligations, losses, liabilities and liens, imposed on, incurred by, <br />or asserted against Ticketmaster's Indemnitees occurring as a result of, or in connection with: (i) <br />any Event of Default under this Agreement by Principal; (ii) Principal's use of the TM System or <br />possession and use of the Hardware; or (iii) any Attraction held or scheduled to be held at the <br />Facility; except to the extent that any such claim shall relate to Ticketmaster's negligence or <br />willful misconduct with respect thereto. <br /> <br /> (b) Ticketmaster shall indemnify Principal and its successors and their <br />officers, directors, employees and agents, and their successors and assigns (collectively, for <br />purposes of this Section, "Principal's Indemnitees") against, and hold Principal's Indemnitees <br />harmless .from, any and all claims, actions, damages, expenses (including court costs and <br />reasonable attorneys' fees), obligations, losses, liabilities and liens, imposed on, incurred by, or <br />asserted against, Principal's Indemnitees occurring as a result of, or in connection with: (i) any <br />Event of Default under this Agreement by Ticketmaster; or (ii) any alleged patent, trademark or <br />copyright or any other intellectual property right infringement asserted against Principal's <br />Indemnitees with respect to Principal's use of the TM System; except to the extent that any such <br />claim shall relate to Principal's negligence or willful misconduct with respect thereto. <br /> <br />15 <br /> <br />C:\WINDOWS~Desktop\Cabarms Arena LUA Final 081702.doc E ~ / 5 <br /> <br /> <br />