By Licensor. Licensor shall defend, indemnify, and hold harmless Licensee, its Affiliates and Sublicensees and their respective shareholders, members, partners, officers, trustees, contractors, agents, and employees (individually, a “Licensee Indemnified Party” and, collectively, the “Licensee Indemnified Parties”) from and against any and all Third Party Liabilities suffered or incurred by the Licensee Indemnified Parties from claims of such Third Parties that result from or arise out of: […***…]; provided, however, that Licensor shall not be liable for claims based on any breach by Licensee of the representations, warranties, or obligations of this Agreement or the gross negligence or intentional misconduct of any of the Licensor Indemnified Parties.
By Licensor. Licensor represents and warrants that:
By Licensor. Licensor may terminate this Agreement at any time in the event that the Licensee is in material default or breach of any provision of this Agreement, and, if such default or breach is capable of cure, such default or breach continues uncured for a period of thirty (30) days after receipt of written notice thereof; provided, however, that in the event that the Licensee has in good faith commenced cure within such thirty (30) day period, but cannot practically complete such cure within such thirty (30) day period, the Parties shall negotiate a reasonable additional time to cure.
By Licensor. Yahoo acknowledges and agrees that: (i) as between Licensor on the one hand, and Yahoo and its Affiliates on the other, Licensor owns all right, title and interest in the Licensor Content and the Licensor Brand Features; (ii) nothing in this Agreement shall confer in Yahoo or an Affiliate any right of ownership in the Licensor Content or the Licensor Brand Features; and (iii) neither Yahoo or its Affiliates shall now or in the future contest the validity of the Licensor Brand Features. No licenses are granted by either party except for those expressly set forth in this Agreement.
By Licensor. Licensor will indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers and employees (“Licensee Indemnitees”) from and against any and all Third Party Claims and associated Liabilities to the extent arising directly or indirectly from any material breach by Licensor of the terms of this Agreement..
By Licensor. Licensor represents and warrants that, except as set forth in the Schedules hereto (i) it is duly authorized to enter into the transactions contemplated by this Agreement; (ii) this Agreement is a valid and binding obligation of Licensor, enforceable against it in accordance with its terms; (iii) the performance of Licensor's obligations hereunder does not violate any agreement, law, rule or regulation binding on Licensor or Licensor's charter documents; (iv) it has, and will continue to have, all rights in and to the Trademarks necessary to fulfill its obligations hereunder; (v) except for the licenses between Licensor and third parties listed in Schedule III or ancillary to the licensing of Company Programming (as provided in the Program Supply Agreement), the use of the Trademarks by Licensee as contemplated herein will not infringe on the rights of third parties; (vi) the trademark licenses between Licensor and third parties which Licensor is assigning to Licensee are valid, enforceable and assignable, the licensees under such licenses have not pre-paid the license fees, if any, due thereunder (except in accordance with the terms of such licenses), and, to the best of Licensor's knowledge and belief, such licensees do not have any claims, offsets or defenses which are adverse to Licensee's rights hereunder; and (vii) Licensor has disclosed all material information relating to the rights granted hereunder, and that all such information is true and correct to the best of Licensor's knowledge and belief.
By Licensor. Licensor may use Licensee’s name in connection with Licensor’s publicity related to Licensor’s intellectual property and commercialization achievements.
By Licensor. Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.
By Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its respective parents, subsidiaries, and otherwise related entities, agents, servants, current and former officers, directors and employees, shareholders, attorneys, successors and assigns, against all claims, liabilities, damages, losses, costs, settlement amounts and expenses (including expenses of litigation and/or attorneys’ fees) arising out of or in connection with any claims, legal proceedings or actions instituted or asserted against Licensee or Licensor for trademark infringement arising out of Licensee’s use of the Licensed Marks in accordance with this Agreement (an “Indemnified Claim”); and Licensor shall defend or settle any such claims, legal proceedings or actions instituted against Licensee or Licensor at no expense to Licensee or Licensee’s Affiliates, employees, officers, directors, or authorized sales representatives; PROVIDED THAT Licensee shall give to Licensor prompt written notice of any Indemnified Claim following Licensee’s receipt of written notification of such claim, legal proceeding or action instituted by a third party against Licensee; and PROVIDED FURTHER THAT Licensee shall not enter into any negotiation or settlement regarding any Indemnified Claim and shall provide to Licensor the full authority to defend or settle the claim. Licensee shall cooperate fully in the defense of such claim at Licensor’s expense. Licensee may participate in any such claim at its own expense with counsel of its choosing.
By Licensor. Licensor shall indemnify, defend and hold harmless Licensee against any loss, damage or expense incurred by Licensee as a result of claims, actions, or proceedings brought by any third party alleging infringement by the Software and Documentation, Updates, and Enhancements relating thereto of copyright, trademark, patent, or other proprietary rights, and against its reasonable attorneys' fees and any money damages or costs awarded in respect of any such claim(s) and any suit raising any such claim(s); provided, however, that (a) Licensee shall have given Licensor prompt written notice of any such claim, demand, suit or action; (b) Licensee shall cooperate with said defense by complying with Licensor's reasonable instructions and requests to Licensee in connection with said defense; and (c) Licensor shall have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. Further, Licensor shall have no liability for any infringement action or claim that is based upon or arising from the matters described in Section 9.2. If a temporary or permanent injunction is obtained against Licensee's use of the Software as a result of the matters described in this section, Licensor shall, at its option and expense, either procure for Licensee the right to continue using the Software or replace or modify the Software or infringing portion thereof so that it no longer infringes the alleged proprietary right. This Section 9.1 sets forth the exclusive remedy of Licensee against Licensor with respect to any action or claim described herein. Licensor shall not indemnify Licensee for uses, damages or expenses incurred by Licensee as a result of claims, actions or proceedings brought by any third party based on code or design specifications provided to Licensor by Licensee.