(ii) any failure by HPIL ET to perform or observe, or to have performed or observed in full any covenant, agreement or condition to be performed or observed by HPIL ET under this Agreement or any of the other agreements or instruments executed and delivered by HPIL ET on the Closing Date. 9.2. GINARES agrees that the sole and exclusive remedy for money damages related to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 9. 10. HPIL ET's Indemnity 10.1. GINARES shall indemnify, defend, and hold harmless HPIL ET from, against and with respect to any claim, liability, obligations, loss, damage, assessment, judgment, cost and expense (including, without limitation, reasonable attorneys' and accountants' fees and costs and expenses reasonably incurred in investigating, preparing, defending against or prosecuting any litigation or claim, action, suit, proceeding or demand) or any kind or character (collectively, "Losses") arising out of or in any manner, incident, relating or attributable to: any inaccuracy in any representation or breach of warranty of HPIL ET contained in this Agreement and (ii) any failure by GINARES to perform or observe, or to have performed or observed, in full any covenant, agreement or condition to be performed or observed by GINARES under this Agreement or any of the other agreements or instruments executed and delivered by GINARES on the Closing Date. 10.2. HPIL ET agrees that the sole and exclusive remedy for money damages relating to this Agreement and the transactions contemplated hereby shall be the rights to indemnification set forth in this Section 10. 11. Payment Of Expenses Each of the Parties shall pay their own expenses associated with this Agreement and the transactions contemplated herein. 12. Approval Of Counsel All instruments or documents to be delivered by any