Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Mercury Interactive and all applicable Affiliates and Mercury Interactive Alliance Partners, and their officers, directors, employees, End Users, agents, successors and assigns, from and against any and all actual, damages, liabilities, settlements, costs and expenses (including legal expenses and the expenses of other professionals) as incurred, resulting from or arising out of any claim, demand, or cause of action which alleges that the Licensor Software, Documentation, or Licensor QA Tools or any part thereof provided to Mercury Interactive hereunder as licensed or sublicensed hereunder infringes on of any patent or any copyright or misappropriation of any trade secret, or infringes or misappropriates any other Intellectual Property right of a third party (“Claim”). Mercury Interactive or its Affiliate will provide Licensor with prompt written notice of the filed Claim and permit Licensor to control the defense, settlement, adjustment or compromise of such Claim; provided, however, that if the Claim is one of multiple claims in a lawsuit against Mercury Interactive and/or its Affiliates, Mercury Interactive may, at its sole discretion, elect to participate in control the defense, settlement, adjustment or compromise of the Claim against Mercury Interactive, in which event: (a) the parties agrees to cooperate together and provide any assistance as may be reasonably necessary for the defense, settlement, adjustment or compromise of any such Claim, and (b) Licensor shall not be relieved of its indemnification and hold harmless obligations under this Section 12, whereby Licensor remains responsible for its proportionate share of the damages, liabilities, settlements, costs and expenses relating to the Claim and attributable to Licensor. Mercury Interactive may employ counsel at its own expense to assist it with respect to the Claim; provided, however, that if such counsel is necessary because of a conflict of interest of either Licensor or its counsel or because Licensor does not assume control, Licensor will bear the expense of such counsel. Mercury Interactive shall have no authority to settle any Claim on behalf of Licensor.
Indemnification by Licensor. Licensor agrees to hold harmless, defend and indemnify each of Licensee and its officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, from and against any liability, claims, demands, actions, costs, expenses, including reasonable attorneys’ fees, or causes of action whatsoever (collectively, “Claims”) arising on account of:
Indemnification by Licensor. Licensor hereby agrees to indemnify and hold Licensee and its officers, directors, employees and agents harmless from and against any liabilities or damages or expenses in connection therewith (including reasonable attorneys' fees and costs and other expenses of litigation) resulting from any willful misrepresentation of a material fact or breach of warranty under this Agreement and the enforcement by Licensee of its indemnification rights under this Section 10.2.
Indemnification by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement, or (b) that Licensee’s use of the Licensed Software infringes on any intellectual property rights of such third party, provided, however, that Licensee’s use is consistent with the terms of this Agreement and that the Action is not caused by the use of the Licensed Software or any component thereof in combination with any other system, equipment or Software where but for such use, the Action for infringement would not lie. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).
Indemnification by Licensor. Subject to Sections 13.3 and 13.4, Licensor shall indemnify, defend and hold Licensee, its Affiliates, and their respective directors, officers, employees consultants, contractors, sub-licensees and agents (collectively, the “Licensee Indemnitees”) harmless from and against any and all Third Party Claims brought against such Licensee Indemnitee, including any Damages resulting therefrom, in each case to the extent resulting from or based on:
Indemnification by Licensor. Subject to Section 9, Licensor agrees to defend, indemnify, and hold the Company, and the respective directors, officers, employees and agents of the Company, harmless from and against any and all out-of-pocket costs, damages and losses (including, without limitation, reasonable attorneys’ fees and costs) arising out of or resulting from third party claims due to (i) the material breach by Licensor of any of its representations, warranties, covenants and agreements contained in this Agreement, or (ii) Licensor's material unauthorized use or disclosure of any Company Confidential Information, or (iii) any acts or omissions of the Licensor in its business arising from gross negligence or willful misconduct.
Indemnification by Licensor. 8.1 Licensor shall defend, indemnify, and hold Licensee and its Affiliates (other than Licensor), and their respective employees, officers, directors, agents and representatives (collectively, the “Licensee Indemnified Parties”), harmless from and against any and all losses, costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any claim by any third party against any Licensee Indemnified Party that any use of, or access to, the Licensed Database IP, Licensed Software or Licensed Manager Usage by such Licensee Indemnified Party as expressly authorized under or contemplated by these Terms infringes or misappropriates, as applicable, any trademarks, patent, copyrights, trade secrets or other intellectual property rights of any third party; provided that Licensee gives Licensor (i) prompt written notice of such claim; (ii) reasonable authority to control and direct the defense and settlement of such claim; and (iii) such information and assistance as Licensor may reasonably request, at Licensor’s expense, in connection with such defense or settlement. Notwithstanding the foregoing, Licensor shall not settle any third-party claim against any Licensee Indemnified Party (A) if such settlement requires such Licensee Indemnified Party to admit to any wrongdoing (other than in respect of any actual wrongdoing by such Licensee Indemnified Party), or (B) unless (i) such settlement completely and forever releases such Licensee Indemnified Party with respect thereto, or (ii) such Licensee Indemnified Party provides its prior written consent to such settlement. In any action for which Licensor provides defense on behalf of any Licensee Indemnified Party, such Licensee Indemnified Party may participate in such defense at its own expense by counsel of its choice.
Indemnification by Licensor. Licensor shall indemnify, defend and hold Company and its Affiliates and each of their respective agents, employees, officers and directors and their respective heirs, successors and assigns (“Company Indemnitees”) harmless from and against any and all liability, damage, loss, cost or expense (including reasonable attorney’s fees and expenses of litigation) to the extent arising out of Third Party claims, actions, demands, suits or judgments related to: (a) Licensor’s negligence or willful misconduct; (b) Licensor’s performance of its obligations under this Agreement; (c) willful breach by Licensor of its representations, warranties or covenants set forth in ARTICLE 9; or (d) Licensor or its Affiliates activities outside the Territory with respect to the Collaboration Compound and Product, or within the Territory with respect to the Phase I Clinical Trials; provided, however, that Licensor’s obligations pursuant to this Section 10.2 shall not apply (i) to the extent that such claims or suits result from the negligence or willful misconduct of any of Company Indemnitees, (ii) with respect to claims or suits arising out of breach by Company of its warranties set forth in ARTICLE 9.
Indemnification by Licensor. Subject to the other provisions of this Article XI, Licensor shall defend Ventrus, its Affiliates, and its sublicensees and each of their respective officers, directors, agents, representatives, and employees (collectively, “Ventrus Indemnitees”) from and against all charges, allegations, notices, civil, criminal, or administrative claims, demands, complaints, causes of action, proceedings, or investigations of a Third Party (collectively, “Claims”), and indemnify and hold harmless such Ventrus Indemnitees from and against any and all losses, liabilities, obligations, awards, settlements, penalties, fines, sanctions, damages, and reasonable costs (including awards of court costs and reasonable attorneys’ fees) (collectively, “Losses”) that result from any such Claims, where and to the extent that such Claims are made or brought against any Ventrus Indemnitee by or on behalf of a Third Party, and solely to the extent such Claim is based on or arises out of (a) the breach of any obligation, covenant, warranty, or representation made by Licensor under this Agreement, or (b) Licensor’s or its Affiliates’ gross negligence or willful misconduct; provided, however, that Licensor’s obligations except in each case to the extent that such Claim or Loss is attributable to (i) any matter for which Ventrus is obligated to indemnify a Licensor Indemnitee pursuant to Section 11.2, below, or (ii) results from the negligence or willful misconduct of any Ventrus Indemnitees.
Indemnification by Licensor. Licensor shall indemnify, defend and hold harmless the SpinCo Indemnitees from and against any and all Liabilities of the SpinCo Indemnitees to the extent that it is based upon (i) any third-party claim that Licensee’s or the SpinCo Group’s use of the Licensed Trademarks in accordance with this Agreement infringes or dilutes such third party’s Trademarks, or (ii) Licensor’s breach of this Agreement.
