Indemnification by Licensor Clause Samples

Indemnification by Licensor. To the extent permitted by law, Licensor shall defend, solely at Licensor’s expense, Licensee, its Affiliates, and each of their respective officers, directors, managers, members, personnel, permitted successors, and their permitted assigns (collectively, the “Licensee Indemnified Parties”), against all Claims and shall indemnify and hold harmless Licensee Indemnified Parties from Losses arising out of, relating to, or otherwise in respect of any of the following: (i) Claims for bodily injury, death, or damage to tangible personal or real property to the extent: (a) proximately caused by the negligence or willful acts or omissions of Licensor, its personnel, or its contractors or (b) resulting proximately from Licensor’s failure to perform its obligations under this Agreement; (ii) Claims arising from Licensor’s breach of any representation or warranty in this Agreement; (iii) Claims arising from any failure by Licensor to comply with all applicable safety codes and requirements with respect to attachments of Licensor; and (iv) Licensor’s fraud, violation of law, wrongful misconduct or misrepresentations. THE PARTIES HEREBY AGREE THAT THE CITY SHALL HAVE NO OBLIGATION TO INDEMNIFY GOOGLE FOR ACTS FOR WHICH THE CITY WOULD OTHERWISE BE IMMUNE PURSUANT TO THE PROVISIONS OF THE KANSAS TORT CLAIMS ACT (K.S.A. 75-6104, ET SEQ.), AND AMENDMENTS THERETO, NOR WILL THE INDEMNITY OBLIGATIONS SET FORTH HEREIN ACT AS A WAIVER OF THE CITY’S PROTECTIONS UNDER SUCH PROVISIONS, AND FURTHER THAT ANY LIABILITY OF THE CITY SHALL BE SUBJECT TO THE LIABILITY LIMITATIONS SET FORTH IN K.S.A. 75-6105, AND AMENDMENTS THERETO. ADDITIONALLY, AND NOTWITHSTANDING ANYTHING SET FORTH HEREIN TO THE CONTRARY, THE PARTIES SPECIFICALLY AGREE THAT THE TERMS OF THIS SECTION 9.02, AND THE TERMS OF THIS AGREEMENT, SHALL BE SUBJECT TO AND LIMITED BY THE KANSAS CASH BASIS LAW (K.S.A. 10-1100 ET SEQ.) AND THE BUDGET LAW (K.S.A. 75-2935 ET SEQ.), AND AMENDMENTS THERETO.

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. Licensor does hereby indemnify and hold harmless Licensee, against any and all liabilities, damages and expense (including reasonable attorneys' fees, costs and expenses) which Licensee may incur or be obligated to pay in any action or claim against Licensee for infringement of any other person's claimed right to use a trademark in the Territory, but only where such action or claim results from Licensee's use of the Trademark in the Territory in accordance with the terms of this Agreement. Licensee shall give Licensor prompt written notice of any such claim or action and thereupon Licensor shall undertake and conduct the defense of any suit so brought. It is understood, however, that if there is a dispute between Licensor and Licensee as to whether the suit was brought as a result of Licensee's failure to use the Trademark in accordance with the terms of this Agreement Licensee may be required to conduct such defense unless and until it is determined that no such misuse of the Trademark occurred. In the event appropriate action is not taken by Licensor within thirty (30) days of its receipt of notice from Licensee, Licensee shall have the right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may be made without the prior written approval of Licensor. In either case, Licensor and Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. Such indemnification shall be deemed to apply solely to the amount of the judgment, if any, against Licensee, and sums paid by Licensee in connection with its defense, and shall not apply to any consequential damages suffered by Licensee which are not included in the aforementioned judgment. Such indemnification shall not apply to any damages sustained by Licensee by reason of such claimed infringement other than those specified above.

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 indemnify, defend and hold harmless Licensee and its Affiliates and Sub-licensees, and each of their respective employees, members, officers, directors and agents (each, a "Licensee Indemnitee") from and against any and all Losses resulting from, arising out of, or relating to: 10.2.1 claims for death of or injury to any person(s) resulting directly from Licensor's negligence or willful misconduct; or

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.

Indemnification by Licensor. Subject to Clause 12, the Licensor will indemnify and hold harmless the Licensee against all costs, expenses, losses and claims made against the Licensee as a result of any infringement of a third-party’s intellectual property rights arising from the Licensee’s or its Authorized User’s use of the Software. The Licensee must notify promptly the Licensor of the charge of infringement or of the legal proceeding, give the Licensor sole control of the defense and related settlement negotiations, and Licensee must provide the Licensor, at the Licensor’s expense, with reasonable assistance and information, but no cost or expense shall be incurred for the account of the Licensee without its prior written consent. If the Software becomes, or in the opinion of the Licensor may become, the subject of a claim of infringement of any third-party’s intellectual property rights, the Licensor may, at its option and at its discretion: (a) procure for the Licensee the right to use the Software free of any liability; (b) replace or modify the Software to make it non- infringing; or (c) refund any license Fees related to this Software paid by the Licensee. The foregoing states the sole liability of the Licensor and the exclusive Licensee remedy for any infringement of intellectual property rights by the Software or any other items provided by the Licensor under this ▇▇▇▇.

Indemnification by Licensor. LICENSOR hereby agree to indemnify, hold harmless and defend LICENSEE and its officers, directors and employees against any and all liability, damages, judgments, awards or cost of defend (including without limitation reasonable attorney's fees, expert witness fees and costs to defend and amounts paid in settlement of any action ) resulting from any claim or claims by third parties related to and/or arising under the subject matter of this Agreement and to the extent caused by the action or inaction of LICENSOR or any party for which LICENSOR is responsible.

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.