Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).
Indemnification by Licensee. Licensee agrees to indemnify, hold harmless and defend Ipsen and its Affiliates and their respective directors, officers, employees and agents (collectively, the “Ipsen Indemnitees”) from and against any and all Losses that any Ipsen Indemnitee becomes legally obligated to pay to a third party, because of any claim or claims against such Ipsen Indemnitee to the extent that such claim or claims arise out of or resulted from (i) a material breach of a representation or warranty or covenant by Licensee under Article 13, (ii) a material breach by Licensee of any of its obligations under this Agreement or the Clinical Supply Agreements, (iii) the making, use, research, development, handling or commercialization of any Licensed Product by or on behalf of Licensee or any of its Affiliates, Sublicensees or Contractors, or any of their respective employees or agents or (v) the gross negligence or willful misconduct of Licensee or its Affiliates or Contractors, or any of their respective employees or agents; provided, however, that Licensee shall not be required to indemnify the Ipsen Indemnitees for any Losses pursuant to this Section 15.2 to the extent that (1) such Losses arise from Xxxxx’x material breach of any of its obligations under this Agreement or the Clinical Supply Agreements, (2) such Losses arise or result from the gross negligence or willful misconduct of Ipsen or any of its Affiliates or contractors, or any of their respective agents or employees, (3) such Losses arise or result from the manufacture and supply of Licensed Product by or on behalf of Ipsen pursuant to this Agreement or the Clinical Supply Agreements, (4) such Losses arise or result from any Infringement of the patent rights or other intellectual property rights of any third party as a result of the use or practice of Ipsen Licensed Technology by Licensee or any of its Affiliates, Sublicensees or Contractors in accordance with the provisions of this Agreement or (5) Licensee’s liability for such Losses is limited pursuant to Section 15.4.
Indemnification by Licensee. Licensee agrees to hold harmless, defend and indemnify each of Licensor and its officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, from and against any Claims arising on account of any breach by Licensee of it representations and warranties contained herein.
Indemnification by Licensee. Licensee agrees to defend, indemnify and hold harmless Licensor and its Affiliates from and against any claims, liabilities, losses, suits, damages, actions or proceedings (including, without limitation, any attorneys’ fees and costs and expenses (each, a “Loss”) brought by third parties (including any End User) resulting from or relating to any of the following except if any of the following relate to the negligence of Licensor:
Indemnification by Licensee. Licensee shall indemnify, defend and hold harmless Merck and its Affiliates, and each of its and their respective employees, officers, directors and agents (each, a “Merck Indemnified Party”) from and against any and all liability, loss, damage, cost, and expense (including reasonable attorneys” fees), subject to the limitations in Section 11.05 (collectively, a “Liability”) that a Merck Indemnified Party may incur, suffer or be required to pay resulting from or arising out of (i) the development, Manufacture, promotion, distribution, use, marketing, sale or other disposition of the and/or Licensed Product by Licensee, its Affiliates or sublicensees, (ii) any breach by Licensee of any of its representations, warranties and covenants contained in Sections 10.01 and 10.03 herein, and (iii) the negligence and/or willful misconduct of Licensee, its Affiliates or sublicensees. Notwithstanding the foregoing, Licensee shall have no obligation under this Agreement to indemnify, defend or hold harmless any Merck Indemnified Party with respect to any Liabilities that result from the gross negligence or willful misconduct of Merck, Merck Indemnified Party or any of their respective employees, officers, directors or agents or that result from Merck’s breach of its obligations under this Agreement.
Indemnification by Licensee. Licensee shall defend, indemnify and hold harmless COH, its Affiliates, officers, directors, shareholders, employees and agents (“COH Indemnitees”) from and against any and all Third Party liabilities, claims, suits, and expenses, including reasonable attorneys’ fees (collectively, “Losses”), arising out of or in any way attributable to: (i) the material breach of any representation or warranty made by Licensee under this Agreement, (ii) the research, development, marketing, approval, manufacture, packaging, labeling, handling, storage, transportation, use, distribution, promotion, marketing or sale of Licensed Products or EXECUTION COPY Confidential Portions of this Exhibit marked as [***] have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission. Confidential Treatment Requested by Homology Medicines, Inc. Licensed Services by or on behalf of Licensee, any of its Affiliates or a Sublicensee or any other exercise of rights under this Agreement or pursuant to any sublicense, or (iii) the negligence, willful misconduct or failure to comply with applicable law by a Licensee Indemnitee or Sublicensee; in each case except to the extent that such Losses are caused directly by: (a) COH’s material breach of any representation or warranty made by COH under this Agreement, (b) COH’s material breach of its obligations under this Agreement, and/or (c) the gross negligence or willful misconduct of a COH Indemnitee.
Indemnification by Licensee. 9.1.1 Licensee shall defend, indemnify and hold Penn and its respective trustees, officers, faculty, students, employees, contractors and agents (the “Penn Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorneys’ fees), including, without limitation, bodily injury, risk of bodily injury, death and property damage arising out of Third Party claims or suits related to:
Indemnification by Licensee. Licensee shall indemnify, defend, and hold harmless Manager and its affiliates, employees, directors, officers, and agents from and against all claims, demands, actions, causes of actions, damages, liabilities, losses, and expenses (including reasonable attorney's fees) incurred as a result of:
Indemnification by Licensee. Licensee shall indemnify, defend, and hold harmless Licensee from and against any and all claims, losses, costs, liabilities, damages, and expenses (including reasonable attorneys' fees and other expenses incidental thereto) of every kind, nature and description, including but not limited to those relating to copyright infringement (except as may result from a breach of the warranty in Section 6 hereof by Licensee), libel, slander, defamation or invasion of privacy, arising out of: (a) Licensee's broadcast of programs on its own behalf, other than Programs; (b) any misrepresentation or breach of any warranty of Licensee; or (c) any breach of any covenant, agreement, or obligation of Licensee. If Programmer is required to indemnify Licensee as a result of programs broadcast hereunder which are supplied by a third party pursuant to a contract with Licensee, it is agreed that Programmer shall be subrogated to any rights which Licensee may have against such third party, including the right to indemnification by such third party.
Indemnification by Licensee. Licensee acknowledges that R3 is licensing the Corda Enterprise Software on a royalty-free as-is basis and without any warranties of any kind. Licensee shall indemnify R3 against any third party claims, demands, costs, or liability of any kind caused by, relating to or arising from (i) the use of the Corda Enterprise Software, (ii) the use, download or access by any third party of any CorDapp of Licensee, or the inability of any third party to do the same, (iii) the failure of any Modification or any CorDapp of Licensee to properly interact with the Corda Enterprise Software, and (iv) any claim that any Modification or any CorDapp of Licensee or portion thereof infringes any intellectual property right of any third party.
