Covenant to Defend. LICENSEE will defend, indemnify and hold harmless LICENSOR, and any Member, and their directors, managers, members, officers, agents, or employees (for the purpose of this Section 10 collectively referred to as "Indemnified Parties") subject to the terms and conditions of this Section 10, against any and all losses, judgments, or expenses, including attorneys' fees and other defense costs and expenses at trial or on appeal, arising from claims brought by third parties against an Indemnified Party that arise as a result of activities of LICENSEE in exercising its rights under this Agreement, or as a result of any material breach of any warranty or covenant of LICENSEE contained in this Agreement, except to the extent such claims are based upon any third party's allegations that (a) the Licensed Data, as provided by LICENSOR or any Member, contains errors, infringes upon third party Intellectual Property Rights, or is otherwise unlawful, or inaccurate, (b) the MLS Database Compilation containing the Licensed Data infringes upon the Intellectual Property Rights of such third party, or (c) an Indemnified Party has engaged in conduct that constitutes a breach of this Agreement. LICENSEE further agrees that in the event LICENSEE, its directors, managers, members, agents, employees or independent contractors misappropriates, uses, discloses or disseminates information from the MLS Database Compilation for which authorization has not been granted by LICENSOR, any Participant, or any Subscribers affiliated with such Participants, or any Member, LICENSEE will defend, hold harmless and indemnify the Indemnified Party, its directors, managers, members, employees, agents and assigns from and against any and all costs, losses, liabilities or damages, including but not limited to, reasonable attorneys' fees and litigation costs or expenses at trial or on appeal.
Covenant to Defend. Neither the validity of this Agreement nor the validity of any portion hereof may be challenged by any party hereto, and each party hereto hereby waives any right to initiate any such challenge. Furthermore, if this Agreement or any portion hereof is challenged by a third party in any judicial, administrative, or appellate proceeding (each party hereby covenanting with the other party not to initiate, encourage, xxxxxx, promote, cooperate with, or acquiesce to such challenge), the parties hereto collectively and individually agree, at their individual sole cost and expense, to defend in good faith its validity through a final judicial determination or other resolution, unless all parties mutually agree in writing not to defend such challenge or not to appeal any decision invalidating this Agreement or any portion thereof.
Covenant to Defend. As a covenant separate from its non-infringement representation, Licensor, at its own expense, shall defend claims against Licensee by third parties that any use of the Licensed Materials, consistent with this Agreement, constitutes an infringement of an Intellectual Property Right under any applicable law.
