Indemnification by SCEA Sample Clauses
The "Indemnification by SCEA" clause requires SCEA (Sony Computer Entertainment America) to protect the other party from certain losses, damages, or legal claims that may arise from SCEA's actions or breaches of the agreement. Typically, this means SCEA will cover costs such as legal fees or settlements if a third party sues the other party due to SCEA's conduct, such as intellectual property infringement or failure to meet contractual obligations. The core function of this clause is to allocate risk and provide assurance that SCEA will bear responsibility for specific liabilities, thereby protecting the other party from financial harm caused by SCEA's actions.
Indemnification by SCEA. SCEA shall indemnify and hold Publisher harmless from and against any and all third party claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim which result from or are in connection with a breach of any of the representations or warranties provided by SCEA herein; provided, however, that Publisher shall give prompt written notice to SCEA of the assertion of any such claim, and provided, further, that SCEA shall have the right to select counsel and control the defense and settlement thereof. SCEA shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to such matters as shall be deemed appropriate by SCEA. Publisher shall provide SCEA, at no expense to Publisher, reasonable assistance and cooperation concerning any such matter; and Publisher shall not agree to the settlement of any such claim, action or proceeding without SCEA's prior written consent.
Indemnification by SCEA. SCEA shall indemnify and hold Developer harmless from and against any and all claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable fees for attorneys, expert witnesses and litigation costs, and including costs incurred in the settlement or avoidance of any such claim which result from or are in connection with a breach of any of the representations or wan-antics provided by SCEA herein; provided, however, that Developer shall give prompt written notice to SCEA of the assertion of any such claim, and provided, further, that SCEA shall have the right to select counsel and control the defense and/or settlement thereof, subject to the right of Developer to participate in any such action or proceeding at its own expense with counsel of its own choosing. SCEA shall have the exclusive right, at its discretion, to commence and prosecute at its own expense any lawsuit or to take such other action with respect to such matters as shall be deemed appropriate by SCEA. Developer agrees to provide SCEA, at no expense to Developer, reasonable assistance and cooperation concerning any such matter, and Developer shall not agree to the settlement of any such claim, action or proceeding without SCEA's prior written consent.