Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee agrees to indemnify, defend, and hold Licensor harmless from and against any and all claims (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and defend Licensor and hold Licensor harmless from any damages and against any and all claims liabilities (including those for personal injury or deathreasonable attorneys' fees and costs), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigationa) arising out from any breach of Licensee's warranties and representation as defined in the Licensee Warranties, above, (b) arising Out Of any alleged defects or attributable failures to perform of the gross negligence, willful misconduct Licensed Products or violation of law of any product liability claims or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale use of the Licensed Products; and (c), any claims arising out of advertising, distribution or marketing of the Licensed Products. 20.

Indemnification by Licensee. Licensee agrees to shall indemnify, defendhold harmless, defend and hold protect Licensor harmless and its Affiliates, successors, assigns, employees, representatives and agents, from and against any and all claims (including those for personal injury or death)claims, causes of action, costs, expenses, losses, damagesdamages and liabilities (including, obligationswithout limitation, liabilities and costs (including reasonable attorneys’ and other professional fees and other costs of litigation' fees) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or resulting from any breach by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to at all times shall defend, indemnify, defend, and hold harmless Licensor harmless and its Affiliates, and its and their employees, agents, successors, and assigns, from and against any all claims, actions, damages and all claims (including those for personal injury or death), losses, damagesliabilities, obligationsand expenses, liabilities and costs (including reasonable attorneys’ and other professional fees and other costs of litigation) fees, arising out of or attributable to caused by any breach of any of the gross negligencerepresentations, willful misconduct or violation of law of or warranties, covenants, undertakings and agreements made by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productshereunder.

Indemnification by Licensee. Licensee hereby agrees to indemnify, defendhold harmless and defend Licensor and its officers, directors, employees and hold Licensor harmless from and agents against any and all claims (including those for personal injury or death), lossesliability, damages, obligationsjudgments, liabilities awards or costs of defend (including without limitation reasonable attorney's fees, expert witness fees and costs (including attorneys’ to defend and other professional fees and other costs amounts paid in settlement of litigationany action) resulting from any claim or claims by a Third Party arising out of or attributable related to the gross negligence, willful misconduct subject matter of this Agreement and to the extent caused by the action or violation inaction of law of Licensee or by any person or entity for which Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productsis responsible.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, and hold Licensor harmless from and against any and all claims (including those for personal injury or death), losses, damagesliabilities, claims, obligations, liabilities costs and costs (expenses, including but not limited to reasonable attorneys’ and other professional fees and other costs ' fees, suffered or incurred by Licensor as the result of litigation) arising out the inaccuracy of any representation or attributable to the gross negligence, willful misconduct or violation of law of or warranty made by Licensee in performance this Agreement, or the breach by Licensee of any of its covenants or obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify Licensors and hold Licensor Licensors harmless from any damages and against any and all claims liabilities (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including reasonable attorneys’ and other professional ' fees and other costs costs) (a) arising from any breach of litigationLicensee's warranties and representations as defined in the Licensee Warranties, above, (b) arising out of any alleged defects or attributable failures to perform of the gross negligence, willful misconduct Licensed Products or violation of law of any product liability claims or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale use of the Licensed Products.; (c) any claims arising out of advertising, distribution or marketing of the Licensed Products; "; and,

Indemnification by Licensee. Licensee agrees to shall indemnify, defendhold harmless, defend and hold protect Licensor harmless and its Affiliates, successors, assigns, employees, representatives and agents, from and against any and all claims (including those for personal injury or death)claims, causes of action, costs, expenses, losses, damagesdamages and liabilities (including, obligationswithout limitation, liabilities and costs (including reasonable attorneys’ and other professional fees and other costs of litigation' fees) arising out of or attributable to resulting from the gross negligence, willful misconduct falsity of any representation or violation of law of or warranty made by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productsherein.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, defend and hold harmless the Licensor harmless Indemnitees from and against any and all claims Indemnifiable Losses of the Licensor Indemnitees to the extent relating to, arising out of, by reason of or otherwise in connection with any use of the Licensed IP by or on behalf of Licensee (including those for personal injury whether or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) not allegedly arising out of contract, tort (including negligence or attributable to the gross negligence, willful misconduct strict liability) or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productsotherwise).

Indemnification by Licensee. Licensee agrees to will, at its expense, indemnify, defend, and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligationsliabilities, liabilities fines, costs, and/or expenses, including costs of litigation and costs (including reasonable attorneys’ and other professional fees and other costs of litigation) fees, which Licensor may incur, based upon or arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale (a) any use of the Licensed Products.Software by

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, defend and hold Licensor harmless Licensor, its trustees, officers, agents and employees from and against any and all claims (including those for personal injury or death), losses, damages, obligations, liabilities costs and costs expenses (including reasonable attorneys’ and other professional fees and other costs of litigationfees) arising out of or attributable third party claims brought against Licensor relating to the gross negligencemanufacture, willful misconduct sale, licensing, distribution or violation use of law Licensed Products by or on behalf of Licensee or its Affiliates, except to the extent involving or relating to a material breach by Licensee in performance Licensor of its obligations under this Agreement, representations and in particular the manufacture or sale of the Licensed Productswarranties.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including reasonable attorneys’ ' fees), judgments and other professional fees and other costs liabilities of litigationany kind or nature: (a) arising out of the breach by Licensee of any of its covenants under this Agreement; or (b) arising out of or attributable related to the gross negligenceuse, willful misconduct development, manufacturing or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale marketing of the Products, Know-how or Licensed ProductsPatents, including but not limited to, product liability claims.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, defend and hold Licensor and each of its affiliates, and each of Licensor’s and its affiliates officers, directors, shareholders, agents and employees, harmless from and against any and all claims liability, loss, cost, expense (including those for personal injury or deathreasonable attorneys’ fees), lossesdamage, damagesor penalty of any kind, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out on account of or attributable to the gross negligence, willful misconduct or violation of law of or resulting from (i) any breach by Licensee in performance of its obligations under representations and warranties contained in Section 5.2 or (ii) any breach of any covenant contained in this Agreement, and in particular the manufacture or sale . Table of the Licensed Products.Contents

Indemnification by Licensee. The Licensee agrees to indemnifyshall indemnify the Licensor, defend, its agents and assigns and hold Licensor each of them harmless from and against any and all claims (including those for personal injury or death)claims, demands, losses, damages, obligationsliabilities, liabilities costs and costs expenses (including reasonable attorneys’ and other professional fees and other costs of litigation' fees) arising out of or attributable to by reason of any breach by the gross negligence, willful misconduct or violation Licensee of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale any of the Licensed Products.representations, warranties or arrangements made by it hereunder

Indemnification by Licensee. Licensee agrees to indemnify, defend, indemnify and hold Licensor and its affiliates and the officers, directors, shareholders, employees and agents of any of the foregoing harmless from and against any and all claims (including those for personal injury or death)liability, losses, damages, obligationspenalties, liabilities and costs claims, actions, suits, judgments or settlements of any nature or kind (including reasonable costs of investigation, reasonable attorneys’, accountants’ and other professional fees and other costs of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreementexpert witnesses’ fees, and in particular the manufacture or sale reasonable expenses payable to third parties), incurred by any such person by reason of Licensee’s use of the Licensed ProductsMarks.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, defend and hold Licensor and each of its affiliates, and each of Licensor's and its affiliates officers, directors, shareholders, agents and employees, harmless from and against any and all claims liability, loss, cost, expense (including those for personal injury or deathreasonable attorneys' fees), lossesdamage, damagesor penalty of any kind, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out on account of or attributable to the gross negligence, willful misconduct or violation of law of or resulting from (i) any breach by Licensee in performance of its obligations under representations and warranties contained in Section 5.2 or (ii) any breach of any covenant contained in this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to at all times shall defend, indemnify, defend, and hold harmless Licensor harmless and its Affiliates, and its and their employees, agents, successors, and assigns, from and against any all claims, actions, damages and all claims (including those for personal injury or death), losses, damagesliabilities, obligationsand expenses, liabilities and costs (including including, without limitation, reasonable attorneys’ and other professional fees and other costs of litigation) fees, arising out of or attributable to caused by any breach of any of the gross negligencerepresentations, willful misconduct or violation of law of or warranties, covenants, undertakings and agreements made by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productshereunder.

Indemnification by Licensee. Licensee agrees to indemnify, shall defend, indemnify and hold Licensor Licensor, its Affiliates, and its and their respective officers, directors, members, partners, employees and agents harmless from and against any and shall pay all claims losses, damages (including those for personal injury or deathconsequential damages), lossesfees, damages, obligations, liabilities expenses and costs (including reasonable attorneys’ and other professional fees and other costs of litigation' fees) incurred by them related to or arising out of (i) any act or attributable to the gross negligence, willful misconduct or violation omission of law of or by Licensee in performance connection with Licensee's manufacturing and sale of the Products; or (ii) Licensee's breach of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productscovenants hereunder.

Indemnification by Licensee. Licensee agrees to shall indemnify, defenddefend and hold harmless Licensor, and hold Licensor harmless their officers, directors, employees, and agents (“Indemnified Parties”) from and against any and all claims (including those for personal injury made or death)threatened by any third party and all Damages, losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising to the extent such Damages arise out of or attributable relate to (a) Licensee’s breach of the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations assumed under this Agreement, and in particular the manufacture or sale (b) an infringement or related claim that unauthorized modification, combination or use of the Licensed ProductsLicensor Software made by Licensee.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including reasonable attorneys’ ' fees), judgments and other professional fees and other costs liabilities of litigationany kind or nature: (a) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or breach by Licensee in performance of any of its obligations covenants under this Agreement, and ; or (b) arising out of any actual or alleged defect in particular the manufacture or sale of the Licensed Productsa Product.

Indemnification by Licensee. The Licensee agrees to indemnify, shall defend, indemnify and hold the Licensor harmless from and against any and all claims (including those for personal injury or death)claims, liabilities, judgments, penalties, losses, damagescosts, obligations, liabilities damages and costs expenses (including attorneys’ reasonable legal and other professional fees and other costs whether or not litigation is instituted) suffered or incurred by the Licensor by reason of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or any breach by Licensee in performance of its obligations representations, covenants or warranties under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs reasonable attorneys'.fees), judgments -and liabilities of litigationany kind or nature: (a) arising out of or attributable to any third party claim of the gross negligence, willful misconduct or violation of law of or breach by Licensee in performance of any of its obligations warranties, representations and covenants under this Agreement, and ; or (b) arising out of any actual or alleged defect in particular the manufacture or sale of the Licensed Productsa Product.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including reasonable attorneys’ ' fees), judgments and other professional fees and other costs liabilities of litigationany kind or nature (a) arising out of the breach by Licensee of any of its covenants under this Agreement or (b) arising out of or attributable related to the gross negligenceuse, willful misconduct development, manufacturing or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale marketing of the Products, Licensed ProductsTrademarks, Know-how or Licensed Patents, including but not limited to, product liability claims.