By Fox. Fox represents and warrants to Licensee that:
By Fox. Fox agrees to indemnify, defend and hold harmless Licensee, its successors, assigns, parents, subsidiaries, affiliates and co-venturers, and their respective directors, officers, employees and agents from and against all third party claims, damages, losses, liabilities, suits and expenses (including reasonable attorneys’ fees), arising out of or in connection with any allegations that the PSM, PSM Materials, or Properties infringe or misappropriate any Intellectual Property Rights of any third party; provided that Licensee (a) promptly notifies Fox in writing of the claim; (b) grants Fox sole control of the defense and settlement of the claim; and (c) provides Fox, at Fox’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim. If Fox fails to undertake such defense, Fox shall reimburse Licensee for reasonable attorneys’ fees incurred by Licensee in its defense of such claim or suit.
By Fox. In addition to any other Fox representations and warranties explicitly set forth in this Agreement, Fox represents and warrants that:
By Fox. Fox warrants and represents that it has the right to enter into this Agreement and to grant to Licensee the rights granted herein. Fox agrees to indemnify and hold harmless Licensee and its successors, assigns, parents, subsidiaries, affiliates and co-venturers, and their respective directors, officers, employees and agents, from and against all claims, damages, losses, liabilities, suits and expenses (including reasonable attorneys’ fees and court costs) arising out of Licensee’s use of the PSM or the Existing Merchandise as authorized hereunder, provided that Licensee gives Fox prompt notice of all third party claims or suits relating thereto. Fox shall have the option to undertake and control the defense and settlement of any such claim or suit and any settlement that includes Licensee as party and directly affects Licensee’s intellectual property rights shall be subject to Licensee’s approval, which approval may not be unreasonably withheld. If Fox fails to undertake such defense, Fox shall reimburse Licensee for reasonable attorneys’ fees and court costs incurred by Licensee in its defense of such claim or suit. Licensee shall cooperate fully with Fox in Fox’s defense of any such claim or suit.
By Fox. Fox shall indemnify and hold harmless Artisan, its parents, ------ subsidiary and affiliated entities, officers, directors, shareholders, employees and agents, from any and all Claims relating to or arising out of any violation or alleged violation of any of the warranties, representations or agreements made by Fox.
By Fox. Fox shall defend, indemnify and hold harmless Licensor, its parents, subsidiary and affiliated entities, officers, directors, shareholders, employees and agents, from any and all demands, actions, claims, or proceedings and from any and all damages, liabilities, costs, losses and expenses (including reasonable attorneys' fees and expenses) (collectively, "Claims") relating to or arising out of any violation or alleged violation of any of the warranties, representations or agreements made by Fox.
