By MRI Sample Clauses

By MRI. MRI shall indemnify, defend and hold harmless MVL, and its directors, officers, shareholders, employees, contractors, and agents from and against any and all liability (whether arising under a theory of contract, statute, strict liability or product liability), including damages, losses, demands, claims, actions, fees, costs, and out of pocket expenses (including defense costs and legal, accounting, and other expert witness, consulting and professional fees) from third-party claims, in any way arising from, connected with or related to (a) MRI’s breach of this Agreement including its representations and warranties set forth herein; (b) any claim that any of the Rights granted hereunder in any way infringe or violate any copyright, trademark, common law, literary, personal, dramatic, or motion picture rights of any party; and (c) any claims arising out of MRI’s exercise or licensing of the MVL Granted Rights and/or the Reserved Rights subject to the limitations set forth below in this Section 17.1. Any legal defense pursuant to the indemnification obligations under this Section 17.1 shall be conducted by MRI and performed by counsel selected by MRI and approved in writing by MVL, such approval not to be unreasonably withheld. MRI shall not, without MVL’s prior written approval, accept any settlement, or enter a plea of guilt or nolo contendere, to any charge or claim that results in other than a monetary judgment against MVL, which monetary judgment shall not exceed MRI’s ability to pay and which shall be paid by MRI. MRI’s indemnification obligations shall not extend to claims arising out of a breach by MVL of this Agreement or of its representations, warranties or covenants set forth herein or if MVL has an indemnification obligation to MRI arising out of or pursuant to this Agreement. Notwithstanding the foregoing, MRI shall have no indemnification obligations with respect to claims involving or arising out of Minor Characters to the extent that MPROD has been replaced as the Development Company under the Master Agreement. Following a replacement of MPROD as the Development Company under the Master Agreement, MRI agrees to provide MCI with reasonable access to its records pertaining to the Minor Characters reasonably requested by MVL so as to permit MVL to conduct its own due diligence investigation with respect to the chain of title of the Minor Characters.
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By MRI. Subject to the terms and conditions of Sections 7.4 through 7.7, MRI hereby agrees to indemnify, defend and hold harmless Shareholder, his successors and assigns, from and against all Damages and Claims asserted against, imposed upon or incurred by each such Person, directly or indirectly, by reason of, arising out of or resulting from (a) the inaccuracy or breach as of the date hereof or as of the Closing Date of any representation or warranty of MRI or Merger Sub contained in or made pursuant to this Agreement or (b) the breach of any covenant or agreement of MRI or Merger Sub contained in or made pursuant to this Agreement.
Sample 1

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