Common use of By Licensor Clause in Contracts

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..

Appears in 15 contracts

Samples: License Agreement, License Agreement, Iana Ipr License Agreement for Iana Names Services

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By Licensor. Licensor will indemnify, shall defend and hold harmless Licensee and Licensee, its Affiliatesaffiliates, officers, directors, employees, agents, and their respective directorsrepresentatives against Losses arising out of or in connection with any third-party claim, officers and employees suit, action, or proceeding relating to: (“Licensee Indemnitees”a) 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..Agreement by Licensor; or (b) any alleged action, or failure to act, on the part of Licensor.

Appears in 5 contracts

Samples: Intellectual Property License Agreement (E.i Ventures Inc.), Property License Agreement (PSLY.COM, Inc.), Intellectual Property License Agreement (E.i Ventures Inc.)

By Licensor. Licensor will shall indemnify, defend and hold harmless Licensee and Licensee, its Affiliates, and each of its and their respective members, officers, directors, officers employees and employees (“Licensee Indemnitees”) agents from and against any and all Third Party Claims and associated Liabilities Losses to the extent arising directly out of or indirectly from result from: (i) any material breach of this Agreement by Licensor Licensor; or (ii) any Third Party claim that of the terms Licensed Standards infringes, misappropriates or violates the intellectual property rights of this Agreement..any Third Party.

Appears in 2 contracts

Samples: Ul Standards Access and License Agreement (UL Solutions Inc.), Ul Standards Access and License Agreement (UL Solutions Inc.)

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 claims that Licensee’s or its sublicensee’s use of the IANA Intellectual Property consistent with this Agreement following the Effective Date and during the term of this Agreement infringes or dilutes the rights of any third party.any material breach by Licensor of the terms of this Agreement..

Appears in 1 contract

Samples: License Agreement

By Licensor. Licensor will agrees to defend, indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers officers, employees and employees agents ("Licensee Indemnitees”Parties") from and against all Damages incurred by any and all Third Party Claims and associated Liabilities Licensee Parties based upon, arising out of or relating to the extent arising directly or indirectly from any material Action as a result of a breach by Licensor of the terms of this Agreement.., or breach of a representation and warranty in this Agreement, by Licensor.

Appears in 1 contract

Samples: Buyer License Agreement (Pe Corp)

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By Licensor. Licensor will defend, indemnify, defend and hold harmless Licensee and Licensee, its Affiliates, and their respective directors, officers officers, employees, successors, heirs and employees assigns, and agents (individually and collectively, the “Licensee Indemnitees”) from and against all Losses incurred by such Licensee Indemnitees in connection with any and all Third Party Claims and associated Liabilities to the extent arising directly from or indirectly from based on (a) the negligence or willful misconduct of Licensor or any material breach by Licensor of the terms of this Agreement..its

Appears in 1 contract

Samples: License Agreement (Arcutis Biotherapeutics, Inc.)

By Licensor. Licensor will agrees to defend, indemnify, defend and hold harmless Licensee and its Affiliates, and their respective directors, officers officers, employees and employees agents ("Licensee Indemnitees”Parties") from and against all Damages incurred by any and all Third Party Claims and associated Liabilities Licensee Parties based upon, arising out of or relating to the extent arising directly or indirectly from any material Action as a result of a breach by Licensor of the terms of this Agreement..Agreement by Licensor.

Appears in 1 contract

Samples: Seller License Agreement (Pe Corp)

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