Common use of Indemnification by Licensor Clause in Contracts

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 hereby agrees will under no circumstances, be obligated to indemnify and indemnify, defend, or hold Licensee and its officers, directors, employees and agents harmless from and against any liabilities or damages liability, claims, demands, causes of action, judgments, damages, or expenses in connection therewith (including reasonable attorneys' ’ and experts’ fees and costs and other expenses costs) arising out of litigation) resulting from any willful misrepresentation or as a result of a material fact Licensee’s or breach its sub-licensees’ use of warranty the Licensed IP under this Agreement and the enforcement by Licensee of its indemnification rights under this Section 10.2Agreement.

Indemnification by Licensor. Licensor hereby agrees to indemnify shall indemnify, defend, and hold harmless Licensee and its officers, directors, employees members, employees, agents, successors, and agents harmless from and assigns against any liabilities all Indemnified Claims arising out of or damages or expenses in connection therewith (including reasonable attorneys' fees and costs and other expenses of litigation) resulting from any (a) Licensor’s gross negligence, willful misrepresentation of a misconduct, non-compliance with applicable Laws with respect to the Services and the Facility, and/or (b) Licensor’s material fact or breach of warranty any representation, warranty, covenant, or obligation of Licensor under this Agreement and the enforcement by Licensee of its indemnification rights under this Section 10.2License.

Indemnification by Licensor. Licensor hereby agrees to indemnify shall indemnify, defend, and hold Licensee and its officers, directors, employees and agents harmless from and against any liabilities or damages or expenses in connection therewith (and all losses, liabilities, claims, obligations, costs and expenses, including but not limited to reasonable attorneys' fees and costs and other expenses fees, suffered or incurred by Licensee as the result of litigation) resulting from the inaccuracy of any willful misrepresentation representation or warranty made by Licensor in this Agreement, or the breach by Licensor of a material fact any of its covenants or breach of warranty obligations under this Agreement and the enforcement by Licensee of its indemnification rights under this Section 10.2Agreement; provided, however, that in no event shall Licensor's liability hereunder exceed $200,000.

Indemnification by Licensor. Licensor hereby agrees to indemnify indemnify, defend, and hold Licensee and its directors, officers, directorsemployees, employees representatives and agents harmless from and against any liabilities or damages or expenses in connection therewith and all claims (including reasonable those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys' ’ and other professional fees and other costs and other expenses of litigation) resulting from any arising out of or attributable to the gross negligence, willful misrepresentation misconduct or violation of a material fact law of or breach by Licensor in performance of warranty its obligations under this Agreement and the enforcement by Licensee of its indemnification rights under this Section 10.2Agreement.

Indemnification by Licensor. Licensor hereby agrees to indemnify indemnifies and hold Licensee holds Licensee, its successors and its officersassigns, directorsfree and harmless against and from all actions, employees and agents harmless from and against any liabilities or damages or expenses in connection therewith (including claims, suits, proceedings, losses, damages, costs, liabilities, reasonable attorneys' fees and costs other direct and other reasonable expenses which Licensee may suffer, incur or pay by reason of litigation) resulting from any willful misrepresentation or arising out of a material fact or the breach of any representation or warranty under this Agreement and hereunder or otherwise in connection with Licensee’s authorized use of the enforcement by Licensee of its indemnification rights under this Section 10.2Licensed Property for the purposes for which it was intended.

Indemnification by Licensor. Licensor hereby agrees to indemnify shall indemnify, defend and --------------------------- hold Licensee and its officers, directors, employees and agents Affiliates harmless from and against and reimburse Licensee and its Affiliates for any liabilities or damages or expenses in connection therewith (including and all claims, losses, liabilities, damages, and reasonable attorneys' fees and necessary costs and other expenses of litigation(collectively, "Liabilities") resulting that may be incurred by, imposed upon or asserted against Licensee and/or its Affiliates arising from any willful misrepresentation of a material fact inaccuracy in or breach of warranty under this Agreement and the enforcement by Licensee any representation, warranty, covenant, obligation or agreement of its indemnification rights under this Section 10.2Licensor contained herein.