property or other taxes, whether levied upon Franchisee, the Unit, Franchisee's property or upon Pretzel Time, in connection with the sales made or business conducted by Franchisee. Payment of all such taxes shall be Franchisee's responsibility. 21.D. INDEMNIFICATION. Franchisee agrees to indemnify and hold Pretzel Time and its subsidiaries, Affiliates, stockholders, directors, officers, employees, agents and assignees harmless against, and to reimburse them for, any loss, liability, judgment or damages (actual or consequential) and all reasonable costs and expenses of defending any claim brought against any of them or any action in which any of them is named as a party (including, without limitation, reasonable accountants, attorneys' and expert witness fees, costs of investigation, court costs, other litigation expenses, damages to Pretzel Time's reputation and good will, travel expenses) which any of them may suffer, sustain or incur by reason of, arising from or in connection with Franchisee's ownership or operation of the Unit, unless such loss, liability or damage is only due to the negligence of Pretzel Time (or its Affiliates, subsidiaries). Pretzel Time's right to indemnity under this agreement shall arise notwithstanding that joint or concurrent liability may be imposed on Pretzel Time by statute, ordinance, regulation or other law. Franchisee acknowledges and agrees that any action or inaction by any third party which is not an Affiliate of Pretzel Time shall not be attributable to or constitute negligence of Pretzel Time. The indemnities and assumptions of liabilities and obligations herein shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement. Pretzel Time shall notify Franchisee of any claims and Franchisee shall be given the opportunity to assume the defense of the matter. If Franchisee fails to assume the defense within three (3) days of notice thereof, Pretzel Time may