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.
Appears in 7 contracts
Samples: Trademark License Agreement (Halyard Health, Inc.), Trademark License Agreement (Halyard Health, Inc.), Trademark License Agreement (Halyard Health, Inc.)
