By Orbitz. Orbitz represents and warrants to ITA that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder and that Orbitz’s compliance with the terms and conditions of this Agreement shall not violate any federal, state or local laws, regulations or ordinances or conflict with any third party agreements.
By Orbitz. Orbitz shall, at its own expense, defend, indemnify and hold harmless ITA and its Affiliates and each of their respective directors, officers, employees, successors and permitted assigns from and against any and all liabilities, damages, awards, losses, costs and expenses (including court costs and reasonable attorneys’ fees) arising out of any Claim brought by a third party relating to or resulting from (i) any act or omission of Orbitz or its employees, agents or contractors, or (ii) any breach of the representation or warranty made in Section 11(a) by Orbitz.
By Orbitz. Orbitz, at its own expense, will indemnify, defend and hold harmless Kayak, its Affiliates, and their employees, officers, directors, representatives, agents and Affiliates from and against any claim, suit, action or other proceeding, including but not limited to all damages, losses, liabilities, judgments, costs and expenses (including, without limitation, attorneys’ fees) arising therefrom, brought by any third party against Kayak (collectively, a “Kayak Claim”) to the extent that the Kayak Claim is based on or arises from an allegation: (a) that the Orbitz Brand Features or the Orbitz Content violate any applicable law, rule or regulation or infringe the rights of any third party, including but not limited to intellectual property rights, privacy and publicity rights, claims of defamation, false or deceptive advertising claims and consumer fraud; or (b) any breach of Orbitz’ representations and warranties.
By Orbitz. Orbitz grants Airline a limited, worldwide, non-exclusive, royalty free right and license to: (i) use the Network to access all records in the Network with at least one Airline or Code Sharing flight segment to allow Airline to test and validate the operation, compliance and quality of the Network Services prior to implementation of the Network Services and during mutually agreed upon testing periods and (ii) use the Network and to use any information provided by Orbitz hereunder about the Orbitz Software solely for the purposes of obtaining the Services contemplated by this Agreement and meeting Airline's obligations to Orbitz under this Agreement.
By Orbitz. Exclusivity. If Kayak exercises the right to terminate Orbitz’s exclusivity for one or more paths as set forth in Section 4.2(c), then Orbitz shall have the right to terminate this Agreement with respect solely to the applicable path(s) effective upon 60 days written notice to Kayak.
