By the Licensor. From and after the Effective Date, the Licensor will indemnify, defend and hold harmless, and pay and reimburse, the Licensee and its Affiliates and their respective officers, directors, Representatives, advisors and shareholders (the "Licensee Indemnitees") from and against any and all losses, damages, liabilities, expenses and costs, taxes (including penalties and interest), including reasonable legal expense and attorneys' fees (collectively, "Losses") resulting from any claim by a Third Party to the extent and only to the extent attributable to: (i) the Licensor's or any Licensor Indemnitee's gross negligence, willful misconduct or breach of any of its representations and warranties, covenants, agreements or obligations contained in this Agreement; (ii) any manufacture or commercialization of the [***] Product conducted by or on behalf of Licensor prior to or after the Effective Date (including, for clarity, any intellectual property infringement claims arising therefrom); or (iii) any intellectual property infringement claims arising from Licensor's Manufacture of the Product; except in each case of (i)-(iii), to the extent such claim arises from a circumstance for which Licensee is obligated to indemnify Licensor pursuant to Section 12.2.
By the Licensor. The Licensor may terminate the EULA - and waive Your right to use the Pix4D Software with immediate effect - in case of Your failure to comply with any material obligation hereunder, without incurring any liability to You. Such termination shall become effective as from Your receipt of a notice thereof by Pix4D, as per Section 11.6.
By the Licensor. 12.2.1 In the event of the Licensee’s material breach of this License Agreement, the Licensor shall have the right to terminate this License Agreement immediately by giving written notice and shall have all the remedies available in law or in equity available to it. In such case, the Licensee shall immediately cease using the Software and promptly delete, erase and destroy the Software, including any copies thereof as stated in Clause 12.1.1. In the event of termination under this Clause, the Licensor shall have no obligation to refund any prepaid license fees whatsoever.
By the Licensor. The Licensor hereby indemnifies and hold harmless the Licensee from and against all claims, damages, losses, liabilities, costs and expenses, including, without limitation, settlement costs and any legal, accounting or other expenses for investigating or defending any actions or threatened actions (collectively, the "LOSSES"), in connection with any breach of any representation, warranty, covenant or condition made by the Licensor in this Agreement, or in connection with any obligation of the Licensor with respect to the Licenses granted herein, Transferred Employees, the Meeting Maker Assets, and/or the Meeting Maker Business that arose prior to the Management Assumption Date.
By the Licensor. The Licensor may terminate the EULA - and waive Your right to use the Pix4D Software with immediate effect - in case of Your failure to comply with any material obligation hereunder, without incurring any liability to You. No notification shall be required from the Licensor to effect such termination.
By the Licensor. The Licensor shall indemnify and hold the Licensee harmless from and against any and all losses, claims, damages and liabilities, jointly or severally, to which the Licensee may become subject under any applicable Federal or state law, or otherwise related to or arising out of any provision or obligation contemplated by this Agreement and the performance by the Licensor of the services contemplated by this Agreement, and shall reimburse the Licensee for all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not the Licensee is a party thereto. In the event that the foregoing indemnity is unavailable or insufficient to hold the Licensee harmless, then the Licensor shall contribute to amounts paid or payable by the Licensee in respect of such losses, claims, damages and liabilities in such proportion as appropriately reflects 11 the relative benefits received by, in fault of, the Licensee in connection with the matters as to which such losses, claims, damages and liabilities relate and other equitable considerations.