or libelous; and x. To the extent that any Title makes any claims or renders any instruction or advice, such claim, instruction or advice shall comply with all federal, state and other applicable laws and regulations and shall cause no harm to any person or entity following or acting in accordance with such instruction or advice. (b) Licensee represents and warrants that: i. The execution, delivery and performance of this Agreement have been duly authorized by all necessary corporate action on the part of Licensee and this Agreement constitutes a valid and legally binding agreement of Licensee enforceable against Licensee in accordance with its terms; ii. It will use the Titles solely as permitted under this Agreement; iii. It has the full right, capacity and authority to enter into this Agreement and to perform all of its obligations hereunder; and iv. As of the Effective Date, there is no claim, action, suit, investigation or proceeding relating to or affecting Licensee pending or threatened, in law or in equity, or any other circumstance which might adversely affect Licensee's ability to perform all of its obligations hereunder. 10 Source: IDEANOMICS, INC., 10-K, 3/30/2016 13. Indemnification. Each party shall defend, indemnify and hold the other party and its Affiliates, and their respective directors, officers, employees, agents, successors, assigns, licensees and distributors harmless from and against any and all judgments, settlements, damages, penalties, costs and expenses (including, but not limited to, reasonable attorneys' fees) arising out of any third party claims relating to the Indemnifying Party's breach or alleged breach of any of its representations, warranties, covenants or obligations hereunder. The party seeking indemnification (the "Indemnified Party") will give prompt notice to the indemnifying party (the "Indemnifying Party") of any claim for which the Indemnified Party seeks indemnification under this Agreement; provided, however, that