E-LOAN INDEMNITY Clause Samples

E-LOAN INDEMNITY. E-Loan shall indemnify, defend and hold harmless Licensee, and its Affiliates, officers, directors, employees, shareholders, consultants and agents against any liability, cost or expense (including, but limited to, attorney's fees) resulting from any claim, action or allegation by a third party which, if true, would result in the breach of the representations and warranties by E-Loan in Section 5.1, and shall pay any final judgments awarded or settlements entered into (provided such settlements have been approved by Licensee, such approval not to be unreasonably withheld) as a result of such claim, action or allegation; provided that Licensee gives prompt written notice to E-Loan of any such claim, action or allegation of infringement and gives E-Loan the authority to proceed as contemplated herein. E-Loan will have the exclusive right to defend any such claim, action or allegation and, subject to Licensee's reasonable approval, make settlements thereof, and Licensee may not settle or