Map Server License Agreement
(ii) in the event any third party asserts a claim of infringement with respect to any bbb icon or bbb updates or any portion thereof, bbb shall notify aaa promptly and may, at bbb's expense, replace or modify the bbb icon or bbb updates or portion thereof with a version that is noninfringing, provided that the replacement or modified version has substantially equivalent functionality to the version being replaced.
(iii) bbb shall have no obligation to indemnify under this section 6.2 to the extent a aaa claim arises out of a aaa claimant's continuing use of infringing bbb icon or bbb updates after (a) bbb has provided a noninfringing replacement with substantially equivalent functionality, and (b) the aaa claimant has had a reasonable amount of time to test and implement the replacement version.
(iv) in the event a aaa claim is made or filed against a aaa claimant, the aaa claimant shall promptly notify bbb of the same in writing, and bbb shall defend, compromise, and/or settle the aaa claim at its expense. bbb shall not be responsible for the expenses, including counsel fees, of the aaa claimant incurred after bbb assumes defense of the aaa claim, but the aaa claimant may participate therein and retain counsel at its own expense. bbb will not be responsible for any settlement made by aaa or any aaa claimant without bbb's written permission, which will not be unreasonably withheld or delayed. bbb will not consent to the entry of any judgment or enter into any settlement affecting the aaa claimant, to the extent that the judgment or settlement involves more than the payment of money, without the prior consent of the aaa claimant, which consent shall not be unreasonably withheld or delayed. aaa and any aaa claimant shall provide information, assistance and authority, at aaa's expense, to help bbb defend, compromise or settle such aaa claim.
(v) bbb shall indemnify and hold harmless any aaa claimant from and against any foreign, u.s. federal, state, local, municipal or other governmental taxes, duties, levies, fees, excises or tariffs, arising as a result of or in connection with the transactions contemplated under this agreement (other than with respect to the use of and payments for bbbmaps) including, without limitation, any state or local sales or use taxes or any value added tax or business transfer tax now or hereafter imposed on or with respect to such transactions. all such taxes (and any penalties, interest, or other additions to any such __ taxes), with the exception of taxes imposed on aaa's net income or with respect to aaa's property ownership, shall be the financial responsibility of bbb. bbb agrees to indemnify, defend and hold aaa harmless from any claims, causes of action, costs (including, without limitation, reasonable attorneys' fees) and any other liabilities of any nature whatsoever related to such taxes. this section shall govern the treatment of all taxes arising as a result of or in connection with this agreement (other than with respect to the use of and payments for bbbmaps) notwithstanding any other section of this agreement.