Earthlink 2008 Annual Report Download - page 242

law, rule, regulation or government or court order. In such event, the disclosing Party will to the extent possible except as made impossible by
such law, rule, regulation or government or court order, provide at least five (5) business days prior written notice of such proposed disclosure to
the other Party. Further, in the event such disclosure is required of either Party under applicable laws, rules, regulations, or government or court
order such Party will (i) redact mutually agreed-upon portions of this Agreement to the fullest extent permitted under applicable laws, rules,
regulations or government or court order and (ii) submit a request to the applicable governing body that such portions and other provisions of
this Agreement be held in the strictest confidence to the fullest extent permitted under such applicable laws, rules, regulations or government or
court order. Nothing in this Section will be construed as a representation or agreement to restrict reassignment of either Party’s employees, or in
any manner to affect or limit either Party’s present and future business activities of any nature, including business activities, which could be
competitive with the disclosing party. Nothing herein shall prohibit the disclosing party from pursuing a transaction similar to the one
contemplated herein independently or with any other third party or parties.
6.
INDEMNIFICATION OBLIGATIONS.
6.1 Indemnification of TWC . EarthLink agrees to defend, indemnify and hold TWC and the officers, directors, agents, Affiliates,
distributors, franchisees and employees of TWC harmless from and against any and all Losses arising from any Third Party Claim based on (a) a
breach of any EarthLink obligations, representations or warranties under the Agreement; (b) the death or bodily injury of any person, or the
damage, loss or destruction of any real or personal property, caused by the conduct of EarthLink, any EarthLink Affiliate, or any officer,
director, agent, subcontractor, distributor, franchisee or employee of any of such entities; or (c) any claims that the EarthLink Content or Third
Party EarthLink Content, each to the extent such content is distributed as part of the EarthLink High-Speed Service, (i) violates any applicable
law or regulation, (ii) infringes or violates any copyright, trademark, U.S. patent, rights of publicity or privacy, moral rights or any other third
party proprietary right, or (iii) defames, libels or otherwise casts in false light any third party; provided however that EarthLink will have no
obligation hereunder to the extent such Third Party Claim relates in whole or in part to actions of TWC in violation of this Agreement or any
subsequent agreement or procedures agreed to between the Parties.
6.2 Indemnification of EarthLink . TWC agrees to defend, indemnify and hold EarthLink and the officers, directors, agents,
Affiliates, distributors, franchisees and employees of EarthLink harmless from and against any and all Losses arising from any Third Party
Claim based on (a) a breach of any TWC obligations, representations or warranties under the Agreement; (b) the death or bodily injury of any
person, or the damage, loss or destruction of any real or personal property, caused by the conduct of TWC, any TWC Affiliate, or any officer,
director, agent, subcontractor, distributor, franchisee or employee of any of such entities; or (c) any claims that the TWC Content or Third Party
TWC Content, each to the extent such content is distributed as part of the TWC Site, (i) violates any applicable law or regulation, (ii) infringes or
violates any copyright, trademark, U.S. patent, rights of publicity or privacy, moral rights or any other third party proprietary right, or
(iii) defames, libels or otherwise casts in false light any
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