SECTION 7. Indemnification. Each Grantor assumes all responsibility and liability arising from the use of the Intellectual Property and Grantors, jointly and severally, hereby indemnify and hold the Secured Party and the Lenders and each of the officers, directors, employees, Affiliates, controlling persons, advisors and agents of the Secured Party and the Lenders harmless from and against any claim, suit, loss, damage or expense (including reasonable attorneys fees) arising out of any Grantors operations of its business from the use of the Intellectual Property, except to the extent any such claim, suit, loss, damage or expense results from the Secured Partys or Lenders own gross negligence or willful misconduct, in each case as determined by a court of competent jurisdiction in a final, non-appealable determination. In any suit, proceeding or action brought by the Secured Party under any Patent License, Trademark License, or Copyright License for any sum owing thereunder, or to enforce any provisions of such License, Grantors will, jointly and severally, indemnify and keep the Secured Party and its officers, directors, employees, Affiliates, controlling persons, advisors and agents harmless from and against all expense, loss or damage suffered by reason of any defense, set off, counterclaim, recoupment or reduction or liability whatsoever of the obligee thereunder, arising out of a breach of any Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such obligee or its successors from any Grantor, except to the extent any such expense, loss or damage results from the Secured Partys own gross negligence or willful misconduct, in each case as determined by a court of competent jurisdiction in a final, non-appealable determination, and all such obligations of Grantors shall be and remain enforceable against and only against Grantors and shall not be enforceable against the Secured Party or any Lender.
SECTION 8. Notices. Whenever it is provided herein that any notice, demand, request, consent, approval, declaration or other communication shall or may be given to or served upon any of the parties by any other party, or whenever any of the parties desires to give and serve upon any other party any communication with respect to this Agreement, each such notice, demand, request, consent, approval, declaration or other communication shall be in writing and shall be given in the manner, and deemed received, as provided for in the U.S. Security Agreement.
SECTION 9. Termination of this Agreement. Subject to Section 6 hereof, this Agreement shall terminate upon the Payment in Full in cash of all Obligations.
SECTION 10. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW.
SECTION 11. Electronic Signatures. The parties to this Agreement consent to the execution by or on behalf of each other party of this Agreement, and the witnessing thereof, by electronic signature, provided that such manner of execution is permitted by law. The parties to this Agreement agree that an executed copy of this Agreement may be retained in electronic form and acknowledge that such electronic form shall constitute an original of this Agreement and may be relied upon as evidence of this Agreement.
SECTION 12. Companies Registration Office of Ireland filing. By its execution of this Agreement, the Irish Guarantor irrevocably and unconditionally authorises any and each solicitor from time to time in the Irish law firm acting for the Secured Party and the Lenders (Lenders Solicitors) to: