Indemnification of Franchisee. COMPANY agrees to indemnify FRANCHISEE against and to reimburse FRANCHISEE for all damages for which he is held liable in any proceeding arising out of his authorized use of any Xxxx pursuant to and in compliance with this Agreement and for all costs reasonably incurred by FRANCHISEE in such proceeding in which FRANCHISEE is named as a party, provided that FRANCHISEE has timely notified COMPANY of such claim or proceeding and has otherwise complied with this Agreement. If it becomes advisable at any time in COMPANY'S sole discretion for COMPANY and/or FRANCHISEE to modify or discontinue use of any Xxxx, and/or use one or more additional or substitute trade or service marks, FRANCHISEE agrees to comply with COMPANY's direction within a reasonable time after notice thereof. COMPANY will pay for FRANCHISEE's out of pocket expenses incurred in complying with such direction.
Indemnification of Franchisee. We agree to indemnify you against, and reimburse you for, all damages for which you are held liable in any trademark infringement proceeding arising out of your use of any Mark pursuant to and in compliance with this Agreement, and for all costs you reasonably incur in the defense of any such claim in which you are named as a party, so long as you have timely notified us of the claim, and have otherwise complied with this Agreement.
Indemnification of Franchisee. COMPANY agrees to indemnify FRANCHISEE against, and to reimburse FRANCHISEE for all damages for which he is held liable in any proceeding arising out of FRANCHISEE's authorized use of any Mxxx pursuant to and in compliance with this Agreement and for all costs reasonably incurred by FRANCHISEE in the defense of any such claim brought against him or in any such proceeding in which he is named as a party, provided that FRANCHISEE has timely notified COMPANY of such claim or proceedings and has otherwise complied with this Agreement.
Indemnification of Franchisee. We agree to indemnify you against, and to reimburse you for, and to our option, to defend you against, all damages for which you are held liable in any proceeding arising out of your use of the marks "Friendly's"
Indemnification of Franchisee. 19 8.4 SURVIVAL ...........................................................19
Indemnification of Franchisee. We agree to indemnify and hold you and your affiliates, and their stockholders, directors, officers, employees, agents, successors and assignees harmless for, from and against any and all claims, liabilities, causes of action, demands, obligations, costs and expenses, including reasonable attorneys' fees, arising out of any claim of infringement or unfair competition in connection with your use of the Proprietary Marks, provided that such use is in accordance with the provisions of this Agreement.
Indemnification of Franchisee. County shall indemnify and hold Franchisee harmless from and against any and all damages, liability, claims, suits, costs and expenses, whatsoever, regardless of the merit or outcome of any such claim or suit, arising out of a refusal of service based on the Franchisee's compliance with Section 3(a)(iv). This obligation shall be limited exclusively to a claim or cause of action based on the refusal of service and shall not include any other claim or cause of action that may be alleged. In this regard, indemnification shall be apportioned to the time and expense directly attributed to the refusal of service claim or cause of action. Moreover, County shall indemnify and hold Franchisee harmless from and against any and all damages, liability, claims, suits, costs and expenses, whatsoever, regardless of the merit or outcome of any such claim or suit, arising out of the County’s operation of equipment or facilities as described in Section 6(b)
Indemnification of Franchisee. Franchisor will indemnify Franchisee against and reimburse Franchisee for damages for which Franchisee is held liable in any proceeding arising out of Franchisee's use of any Trademark, pursuant to and in compliance with this Agreement and for costs reasonably incurred by Franchisee in the defense of any such claim brought against Franchisee or in any such proceeding in which Franchisee is named as a party, provided that Franchisee has timely notified Franchisor of such claim or proceeding an has otherwise complied with this Agreement.
Indemnification of Franchisee. We agree to indemnify you against, and to reimburse you for, and to our option, to defend you against, all damages for which you are held liable in any proceeding arising out of your use of the Marks, pursuant to and in compliance with this Agreement, and for all costs you reasonably incur in the defense of any such claim brought against you or in any such proceeding in which you are named as a party, including reasonable attorney's fees, provided that you have timely notified us of such claim or proceeding and you have otherwise substantially complied with this Agreement. We have the right to approve any counsel employed by you in the defense of any such claim, and in the event we elect to defend any such claim, the fees and expenses of any separate counsel employed by you shall not be reimbursable.
Indemnification of Franchisee. Manager hereby agrees to defend, indemnify and hold Franchisee, its Affiliates, and its and their directors, officers, employees, stockholders and agents, harmless from and against any and all Indemnifiable Losses arising out of, connected with or incidental to Manager’s breach of this Agreement or any negligence, gross negligence or willful misconduct of Manager in the performance of the Management Services.
