illness, accident, or other incapacity of CELEBRITY Personnel; or, (ii) If CELEBRITY willfully breaches or neglects the duties required to be performed hereunder; or, (B) By CELEBRITY ------------ (i) If the COMPANY fails to make any payments or provide information required hereunder; or, (ii) If the COMPANY ceases business or, other than in an Initial Merger, sells a controlling interest to a third party, or agrees to a consolidation or merger of itself with or into another corporation, or enters into such a transaction outside of the scope of this Agreement, or sells substantially all of its assets to another corporation, entity or individual outside of the scope of this Agreement; or, (iii) If the COMPANY subsequent to the execution hereof has a receiver appointed for its business or assets, or otherwise becomes insolvent or unable to timely satisfy its obligations in the ordinary course of, including but not limited to the obligation to pay the Initial Fee, the Transaction fee, or the CELEBRITY Fee; or, 7. INDEMNIFICATION Subject to the provisions herein, the COMPANY and CELEBRITY agree to indemnify, defend and hold each other harmless from and against all demands, claims, actions, losses, damages, liabilities, costs and expenses, including without limitation, interest, penalties and attorneys' fees and expenses asserted against or imposed or incurred by either party by reason of or resulting from any action or a breach of any representation, warranty, covenant, condition, or agreement of the other party to this Agreement. The CELEBRITY will have full release of liability in regards to product performance and/or law suites resulting from use of the product. This liability will remain the responsibility of the COMPANY and manufacturers. 8. MISCELLANEOUS (i) Subsequent Events. CELEBRITY and the COMPANY each agree to notify the ----------------- other party if, subsequent to the date of