Section 11.02 Defense of Action. An indemnitor under this Article shall have
the right to control the defense and settlement of any and all claims, suits, proceedings, and actions for which such indemnitor is obligated to indemnify, hold harmless, and defend hereunder, but the indemnitee shall have the right to participate
in such claims, suits, proceedings, and actions at its own cost and expense. An indemnitor shall have no liability under this Article 11 unless the indemnitee gives notice of such claim to the indemnitor promptly after the indemnitee learns of
such claim so as to not prejudice the indemnitor. Under no circumstance shall either Party hereto settle or compromise or consent to the entry of any judgment with respect to any claim, suit, proceeding, or action that is the subject of
indemnification hereunder without the prior written consent of the other Party, except for settlement involving only monetary payment by the indemnitor or no commitment or admission by the indemnitee, which consent shall not be withheld or delayed
ADDITIONAL RIGHTS AND OBLIGATIONS
Section 12.01 Assistance. Each Party, upon the request of the other, shall perform any and all further reasonable acts and
reasonably execute, acknowledge, and deliver any and all documents which the other Party determines in its sole reasonable judgment may be necessary, appropriate, or desirable to carry out the intent and purposes of this Agreement, including without
limitation to document, perfect, or enforce the other Partys right, title, or interest in and to any of such Partys property, as well as any assistance requested in connection with the proceedings, suits, and hearings described in
Section 12.02 Infringement. The Parties shall notify one another promptly, in writing, of any
alleged, actual or threatened infringement, violation, misappropriation or misuse of or interference with (Infringement) any intellectual property which such Party knows of or has reason to suspect.
Section 12.03 Theatre Passes. Upon the request of LLCs CEO, Cinemark will issue a number of annual passes, as
reasonably requested by LLC and agreed by the parties and as reasonably consistent with prior practice, to the Theatres for use by LLC advertising clients, subject to Cinemarks ability to issue such passes pursuant to Cinemarks
agreements with film distributors. LLC may purchase passes in excess of such number each year at a reasonably negotiated price. All other tickets used by LLC for promotional and sales purposes will be acquired by LLC at Cinemarks then current
group ticket discount rate.
Section 12.04 Compliance with Law. Cinemark and LLC shall each at all times operate and
conduct its business, including, without limitation, exercising its rights under this Agreement, in compliance with all applicable international, national, state, and local laws, rules, and requirements, and the compliance by either Party with such
laws, rules and requirements shall under no circumstances be deemed a breach of this Agreement.