Indemnification by Licensor. Licensor shall indemnify Licensee and its directors, officers, employees, agents and representatives from any Claims arising out of Licensor’s gross negligence, willful misconduct or breach of its obligations or representations under this Agreement.
Appears in 2 contracts
Sources: Trademark License Agreement, Trademark License Agreement (Melco PBL Entertainment (Macau) LTD)
Indemnification by Licensor. Licensor shall indemnify indemnify, defend and hold harmless Licensee and its directorsAffiliates and Sub-licensees, and each of their respective employees, members, officers, employeesdirectors and agents (each, agents a "Licensee Indemnitee") from and representatives from against any Claims 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 gross negligence, 's negligence or willful misconduct or breach of its obligations or representations under this Agreement.misconduct; or
Appears in 2 contracts
Sources: License and Research Agreement (Nugenerex Immuno-Oncology, Inc.), License and Research Agreement (Generex Biotechnology Corp)
Indemnification by Licensor. Licensor at all times shall indemnify defend, indemnify, and hold harmless Licensee and its directorsAffiliates, officers, and its and their employees, agents agents, successors, and representatives assigns, from any Claims and against all claims, actions, damages and losses, liabilities, and expenses, including reasonable attorneys’ fees, arising out of Licensor’s gross negligenceof, willful misconduct or caused by any breach of its obligations or representations under this Agreementany of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereunder.
Appears in 2 contracts
Sources: Video on Demand and Subscription Video on Demand License Agreement (Chosen, LLC), Video on Demand License Agreement (Chosen, LLC)
Indemnification by Licensor. Licensor shall indemnify indemnify, defend and hold harmless Licensee and its officers, directors, officers, employees, agents agents, successors and representatives assigns (each, including Licensee, a “Licensee Indemnitee”) from any Claims and against all Losses arising out of or resulting from any Third Party claim, suit, action or proceeding (each an “Action”) related to or arising out of or resulting from (i) Licensor’s gross breach of any representation, warranty, covenant or obligation under this Agreement, or (ii) the negligence, willful misconduct or breach of its obligations or representations under this Agreementfailure to comply with applicable Law by Licensor.
Appears in 1 contract
Sources: Exclusive Patent License Agreement (Marinus Pharmaceuticals Inc)
Indemnification by Licensor. Licensor at all times shall indemnify defend, indemnify, and hold harmless Licensee and its directorsAffiliates, officers, and its and their employees, agents agents, successors, and representatives assigns, from any Claims and against all claims, actions, damages and losses, liabilities, and expenses, including, without limitation, reasonable attorneys’ fees, arising out of Licensor’s gross negligenceof, willful misconduct or caused by any breach of its obligations or representations under this Agreementany of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereunder.
Appears in 1 contract
Sources: Exclusive Video on Demand and Subscription Video on Demand License Agreement (Angel Studios, Inc.)
Indemnification by Licensor. Licensor shall indemnify indemnify, defend and hold Licensee and each of its affiliates, and each of Licensee’s and its affiliates officers, directors, officers, employeesshareholders, agents and representatives employees, harmless from and against any Claims arising out liability, loss, cost, expense (including reasonable attorneys’ fees), damage, or penalty of Licensor’s gross negligenceany kind, willful misconduct on account of or resulting from (i) any breach by Licensor of its representations and warranties contained in Section 5.1 or (ii) any breach of its obligations or representations under any covenant contained in this Agreement.
Appears in 1 contract
Sources: Acquisition Agreement (Dvi Inc)
Indemnification by Licensor. Licensor shall indemnify Licensee will indemnify, defend and hold harmless Licensee, its Affiliates, Sublicensees, any contractors of the foregoing, and their respective directors, officers, employees, agents consultants, licensors and representatives from any Claims arising out of Licensor’s gross negligenceagents, willful misconduct or breach of its obligations or representations under this Agreement.and their respective successors, heirs, and assigns (each a - 18 - DOCVARIABLE ndGeneratedStamp \* MERGEFORMAT 4926-6413-5580, v. 1
Appears in 1 contract
Sources: Exclusive License and Collaboration Agreement (Tempest Therapeutics, Inc.)
Indemnification by Licensor. Licensor Licensor, and its Affiliates, shall indemnify and hold Licensee and its directorsAffiliates and its respective agents (collectively, officersthe “Licensee Group”) harmless from and against all damages, employeeslosses, agents obligations, liabilities, claims, actions or causes of action sustained or suffered by the Licensee Group (including reasonable attorneys fees and representatives costs), or any member thereof, as a result of or arising from any Claims arising out of Licensor’s gross negligence, willful misconduct or breach of its obligations any representation, warranty or representations under covenant of the Licensor contained or made in this Agreement.
Appears in 1 contract
Sources: Non Exclusive Patent License Agreement (Kadmon Holdings, LLC)
Indemnification by Licensor. Licensor shall indemnify Licensee defend, indemnify, and hold harmless Licensee, its Affiliates, and its and their directors, officers, employeesshareholders, agents employees and representatives agents, and their respective heirs, successors and assigns (“Licensor Indemnitees”) from and against any Claims and all Liabilities owing to Third Parties suffered or sustained by a Licensee Indemnitee, or to which a Licensee Indemnitee becomes subject, arising out of or attributable to Licensor’s gross negligence, willful misconduct or breach of its obligations or representations under any provisions of this Agreement.
Appears in 1 contract
Indemnification by Licensor. Licensor shall indemnify indemnify, defend, and hold harmless Licensee and its Affiliates and Sublicensees, and each of their respective officers, directors, officers, employees, agents agents, successors, and representatives from any Claims assigns (each, an "Indemnitee") against all Losses arising out of or resulting from any third-party claim, suit, action, or proceeding (each an "Action") related to, arising out of, or resulting from Licensor’s gross negligence, willful misconduct or 's breach of its obligations any representation, warranty, covenant, or representations obligation under this Agreement.
Appears in 1 contract