Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto. (b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof. (c) With regard to 7(b)(v) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licensee.
Appears in 1 contract
Sources: License Agreement (Play by Play Toys & Novelties Inc)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify hereby indemnifies Licensee and shall hold it harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits suits, whether groundless or not, which may be brought or made against Licensee it by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofany provision of this Agreement, provided that Licensee it shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related theretobrought at its expense.
(b) During the Term, Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify agrees to hold Licensor and shall hold it NAMATH harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims claim or suits suits, whether groundless or not, which may be brought or made against Licensor or NAMATH by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of it in connection with the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method Licensee's business or device, except for those uses of the Licensed Property that are specifically approved Name and Character covered by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof.
(c) With regard Licensee hereby indemnifies and agrees to 7(b)(v) abovehold Licensor and NAMATH harmless from and against any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits (whether groundless or not), which may be brought or made against Licensor or NAMATH arising out of the advertising or promotion of the Licensee's business (irrespective of Licensor's conduct and relation thereto except for Licensor's or NAMATH's gross negligence or willful act), provided that the Licensor and NAMATH gives prompt written notice, cooperation and assistance to it relative to any such suit or claim, and provided further that Licensee shall have the option to undertake and conduct the defense of any suit so brought at its expense. Licensee agrees to obtainobtain and maintain, at its own cost and expense, product liability insurance providing adequate protection for covering NAMATH in the minimum amount of $20,000,000.00, with Licensor and NAMATH being named as a beneficiary and insured under the said policy of insurance as their interest may appear. Licensee against any such claims or suits in amounts no less than three million dollars shall cause a Certificate of Insurance ($3,000,000with all riders and endorsements) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit be issued to Licensor a fully paid policy within thirty (30) days from date hereof and shall instruct its insurer to notify Licensor of any actual, threatened or certificate prospective cancellation, termination or modification of such policy. Licensee shall promptly reimburse Licensor for any premiums or any other expenses Licensor incurs in order to obtain or maintain such insurance naming Licensor as an additional insured party and, requiring that the insurer because of Licensee's failure to do so. Such reimbursements shall not terminate cure or materially modify excuse Licensee's default in obtaining or maintaining such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licenseeinsurance.
Appears in 1 contract
Sources: License Agreement (Vestin Group Inc)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 13 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyrightor copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof.
(c) With regard to 7(b)(vParagraph 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) [*] per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor Licensor, TWE and each of its affiliates as an additional insured party parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty thirty (2030) days in advance thereof. Such insurance shall at all times be primary and not contributory with any ------------------ * Terms represented by this symbol are considered confidential. These confidential terms have been omitted pursuant to a Confidential Treatment Request filed with the Securities and Exchange Commission ("SEC") pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, and have been filed separately with the SEC. insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate certificate, as provided in this Paragraph 8(c) are material obligations of Licensee.
Appears in 1 contract
Sources: Retail License Agreement (Interplay Entertainment Corp)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyrightor copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof.
(c) With regard to 7(b)(v8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously contractual liability coverage *Confidential Portions Omitted and Filed Separately with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of LicenseeCommission.
Appears in 1 contract
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products Product(s) or the use thereof.
(c) With regard to 7(b)(v7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three two million dollars ($3,000,0002,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licensee.
Appears in 1 contract
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 13 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyrightor copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-non- compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof[*].
(c) With regard to 7(b)(vParagraph 8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) [*] per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor Licensor, TWE and each of its affiliates as an additional insured party parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty thirty (2030) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate certificate, as provided in this Paragraph 8(c) are material obligations of Licensee.
Appears in 1 contract
Sources: Retail License Agreement (Interplay Entertainment Corp)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee License by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder, including those set forth in Paragraph 13 hereof; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method method. or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products Product(s) or the use thereof.
(c) With with regard to 7(b)(v7(b) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor Licenser and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licensee.
Appears in 1 contract
Sources: Retail License Agreement (Play by Play Toys & Novelties Inc)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, copyright (except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state trademarks or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) copyrights in the Licensed Products or the use thereof.
(c) With regard to 7(b)(v) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor * Confidential Portions Omitted and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously Filed Separately with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of LicenseeCommission.
Appears in 1 contract
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor and shall hold h6ld it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof.
(c) With regard to 7(b)(v7(b) (v) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and the delivery of the policy or certificate are material obligations of Licensee.
Appears in 1 contract
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, a. Licensor shall indemnify hereby indemnifies Licensee and shall hold it harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits suits, whether groundless or not, which may be brought or made against Licensee it by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 paragraph 11 hereof, provided that Licensee it shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, b. Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify agrees to hold Licensor and shall hold it NAMATH harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims claim or suits suits, whether groundless or not, which may be brought or made against Licensor or NAMATH by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee it in connection with the Endorsed Products of the Licensed Property; Name and Character covered by this Agreement.
c. Licensee hereby indemnifies and agrees to hold Licensor and NAMATH harmless from and against any loss, liability, damage, cost or expense (iii) any use including reasonable counsel fees), arising out of any trademarkclaims or suits (whether groundless or not), copyright, design, patent, process, method which may be brought or device, except for those uses made against Licensor or NAMATH arising out of the Licensed Property that are specifically approved manufacture, offer, sale, advertising or promotion of the Endorsed Products made by Licensor pursuant to the terms or for it (irrespective of this Agreement; (iv) LicenseeLicensor's non-compliance with any applicable federalconduct and relation thereto), state or local laws or with any other applicable regulations; and (v) as well as any alleged defects and/or or inherent dangers (whether obvious or hidden) in the Licensed said Endorsed Products or the use thereof.
(c) With regard , provided that the Licensor and NAMATH gives prompt written notice, cooperation and assistance to 7(b)(v) aboveit relative to any such suit or claim, and provided further that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensee agrees to obtainobtain and maintain, at its own cost and expense, product liability insurance providing adequate protection for covering all Endorsed Products in the minimum amount of $10,000,000.00 with Licensor and NAMATH being named as a beneficiary and insured under the said policy of insurance as their interest may appear. Licensee against any such claims or suits in amounts no less than three million dollars shall cause a Certificate of Insurance ($3,000,000with all riders and endorsements) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit be issued to Licensor a fully paid policy within thirty (30) days from date hereof and shall instruct its insurer to notify Licensor of any actual, threatened or certificate prospective cancellation, termination or modification of such policy. Licensee shall promptly reimburse Licensor for any premiums or any other expenses Licensor incurs in order to obtain or maintain such insurance naming Licensor as an additional insured party and, requiring that the insurer because of Licensee's failure to do so. Such reimbursements shall not terminate cure or materially modify excuse Licensee's default in obtaining or maintaining such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licenseeinsurance.
Appears in 1 contract
Sources: License Agreement (LCS Golf Inc)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyrightor copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance noncompliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof.
(c) With regard to 7(b)(v8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor Licensor, TWE and each of its affiliates as an additional insured party parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate certificate, as provided in this Paragraph 8(c) are material obligations of Licensee.
Appears in 1 contract
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, and shall hold it them harmless from any loss, liability, damage, cost or expense expense, including reasonable attorneys' fees, arising out of any [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ("SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademarktrademark or copyright on or in connection with the Licensed Products, copyrightthe Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device, except for those uses of device on or in connection with the Licensed Property that are specifically approved by Licensor pursuant to the terms of this AgreementProducts, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto.
(c) With regard to 7(b)(vParagraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability insurance and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor Licensor, TWE and each of its affiliates as an additional insured party parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty thirty (2030) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.
Appears in 1 contract
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereofof such Licensed Products and/or Licensed Premiums.
(c) With regard to 7(b)(v) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licensee.
Appears in 1 contract
Sources: Promotional License Agreement (China Premium Food Corp)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee by reason of the material breach by Licensor of the Licensor's warranties or representations as set forth in Paragraph 12 ___ hereof, provided that Licensee shall give prompt written notice, notice and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, provided further, that Licensor may elect, but shall not have the option obligation, to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor (which shall include for purposes of this subparagraph Licensor's affiliated companies and its and their officers, directors, employees and representatives) and shall hold it harmless from front any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor (i) by reason of: of (iA) any breach of Licensee's covenants and undertakings hereunder; , including without limitation those set forth in Paragraphs 2(b) and hereof, (iiB) any unauthorized use by Licensee of the Licensed Property; Products or the Licensed Materials, (iiiC) any use of any trademark, copyright, design, patent, process, ---------------------------------- (*) Confidential portion omitted and filed separately with the Securities Exchange Commission. method or device, except for those uses users of the Licensed Property Materials that are specifically approved by Licensor pursuant to the terms of this Agreement; , (ivD) Licensee's Licensee non-compliance with any applicable federal, state or local laws law or with any other applicable regulations; and , (vE) any alleged defects __________ and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof, or (ii) by Nintendo base on a claim that Licensee or any permitted sublicensee or subcontractor does not have the right to manufacture, or have manufactured, the Licensed Products in a format compatible with the Nintendo Game System.
(c) With regard to 7(b)(v9(b)(i)(E) above, Licensee agrees to obtain, at its own expense, product liability and advertising insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000****) per occurrence, combined single limits. Simultaneously with Promptly following the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy policies or certificate certificates of insurance naming Licensor as an additional insured party and, requiring and requiting that the insurer insurer(s) shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licensee.
Appears in 1 contract
Indemnifications. (aA) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(bB) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyrighttrademark or copyright (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof.
(cC) With regard to 7(b)(vParagraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability insurance and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor Licensor, TWE and each of its affiliates as an additional insured party parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.
Appears in 1 contract
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensee and its affiliates by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates, and shall hold it them harmless from any loss, liability, damage, cost or expense expense, including reasonable attorneys' fees, arising out of any claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademarktrademark or copyright on or in connection with the Licensed Products, copyrightthe Licensed Premiums or the Licensed Promotion (except trademarks or copyrights in the Licensed Property used in accordance with the terms of this Agreement), design, patent, process, method or device, except for those uses of device on or in connection with the Licensed Property that are specifically approved by Licensor pursuant to the terms of this AgreementProducts, Licensed Premiums or Licensed Promotion; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products and/or Licensed Premiums, or the use thereof. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto. Provided, however, that Licensor shall give prompt written notice, and full cooperation and assistance to Licensee relative to any such claim or suit and provided, further, that Licensee shall have the option to undertake and conduct the defense of any suit so brought. Licensor shall cooperate fully in all respects with Licensee in the conduct and defense of said suit and/or proceedings related thereto.
(c) With regard to 7(b)(vParagraph 7(b) above, Licensee agrees to obtain, at its own expense, Commercial General Liability Insurance, including product liability insurance and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor Licensor, TWE and each of its affiliates as an additional insured party parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (20"SEC") PURSUANT TO SEC RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. thirty (30) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate certificate, as provided in this Paragraph 7(c) are material obligations of Licensee.
Appears in 1 contract
Indemnifications. (a) During the Term, a. Licensor and continuing after the expiration or termination of this Agreement, Licensor shall NAMATH hereby indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims or suits suits, whether groundless or not, which may be brought or made against Licensee it by reason of the breach by Licensor or NAMATH of the warranties their warranties, representations or representations as set forth in Paragraph 12 hereofcovenants herein, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor and NAMATH relative to any such claim or suit suit, and provided, further, that Licensor and NAMATH shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled brought with counsel reasonably satisfactory to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related theretoLicensee.
(b) During the Term, b. Licensee hereby indemnifies and continuing after the expiration or termination of this Agreement, Licensee shall indemnify agrees to hold Licensor and shall hold it NAMATH harmless from any loss, liability, damage, cost or expense (including reasonable counsel fees), arising out of any claims claim or suits suits, whether groundless or not, which may be brought or made against Licensor or NAMATH by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee in connection with the Endorsed Products of the Licensed Property; Name and Character covered by this Agreement.
c. Licensee hereby indemnifies and agrees to hold Licensor and NAMATH harmless from and against any loss, liability, damage, cost or expense (iii) any use including reasonable counsel fees), arising out of any trademarkclaims or suits (whether groundless or not), copyright, design, patent, process, method which may be brought or device, except for those uses made against Licensor or NAMATH arising out of the Licensed Property offer, sale, advertising or promotion of the Endorsed Products (other than that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licenseearising from Licensor's non-compliance with any applicable federalor NAMATH's negligence or willful misconduct), state or local laws or with any other applicable regulations; and (v) as well as any alleged defects and/or or inherent dangers (whether obvious or hidden) damage in the Licensed Products or Endorsed Products, provided that the use thereof.
(c) With regard to 7(b)(v) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against NAMATH give prompt written notice, cooperation and assistance to it relative to any such claims suit or suits in amounts no less than three million dollars ($3,000,000) per occurrenceclaim, combined single limits. Simultaneously and provided further that Licensee shall have the option to undertake and conduct the defense of any suit so brought with the execution of this Agreement, Licensee undertakes counsel reasonably satisfactory to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of LicenseeLicensor.
Appears in 1 contract
Sources: License and Consulting Agreement (Sportsline Usa Inc)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensee by reason of the material breach by Licensor of the Licensor's warranties or representations as set forth in Paragraph 12 ___ hereof, provided that Licensee shall give prompt written notice, notice and full cooperation and assistance to Licensor relative to any such claim or suit suit, and provided, provided further, that Licensor may elect, but shall not have the option obligation, to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor (which shall include for purposes of this subparagraph Licensor's affiliated companies and its and their officers, directors, employees and representatives) and shall hold it harmless from front any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor (i) by reason of: of (iA) any breach of Licensee's covenants and undertakings hereunder; , including without limitation those set forth in Paragraphs 2(b) and hereof, (iiB) any unauthorized use by Licensee of the Licensed Property; Products or the Licensed Materials, (iiiC) any use of any trademark, copyright, design, patent, process, --------------- * Confidential portion omitted and filed separately with the Securities Exchange Commission. method or device, except for those uses users of the Licensed Property Materials that are specifically approved by Licensor pursuant to the terms of this Agreement; , (ivD) Licensee's Licensee non-compliance with any applicable federal, state or local laws law or with any other applicable regulations; and , (vE) any alleged defects __________ and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof, or (ii) by Nintendo base on a claim that Licensee or any permitted sublicensee or subcontractor does not have the right to manufacture, or have manufactured, the Licensed Products in a format compatible with the Nintendo Game System.
(c) With regard to 7(b)(v9(b)(i)(E) above, Licensee agrees to obtain, at its own expense, product liability and advertising insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars Two Million Dollars ($3,000,0002,000,000) per occurrence, combined single limits. Simultaneously with Promptly following the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy policies or certificate certificates of insurance naming Licensor as an additional insured party and, requiring and requiting that the insurer insurer(s) shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licensee.
Appears in 1 contract
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee and shall hold it harmless from any loss, liability, damage, cost or expense expense, arising out of any claims or suits which may be brought or made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereof, provided that Licensee shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee shall not, however, be entitled to recover for lost profits. Licensee shall cooperate fully in all respects with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor and shall hold it harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, copyright, design, patent, process, method or device, except for those uses of the Licensed Property that are specifically approved by Licensor pursuant to the terms of this Agreement; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof.
(c) With regard to 7(b)(v) above, Licensee agrees to obtain, at its own expense, product liability insurance providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance and delivery of the policy or certificate are material obligations of Licensee.and
Appears in 1 contract
Indemnifications. (a) During the TermLicensor shall be solely responsible for, and continuing after the expiration shall defend, hold harmless and indemnify Licensee, its subsidiaries and each of their respective Affiliates, directors, officers, employees and agents against any claims, demands, causes of action or termination of this Agreementdamages, Licensor shall indemnify Licensee including reasonable attorneys' fees and shall hold it harmless from any loss, liability, damage, cost or expense expenses (collectively CLAIMS) arising out of: (i) a claim that the use of the Licensed Marks as authorized by this Agreement violates or infringes upon the trademark, copyright or other intellectual property rights of a third party in or to the Licensed Marks, (ii) any defect in a product produced by or under the authority of Licensor other than under this Agreement or any packaging or other materials (including advertising materials), or arising from personal injury or damages or loss to property or any infringement of any claims rights of any other person or suits which may be brought entity by the manufacture, sale, possession use of such products or their failure to comply with applicable laws, regulations and standards, or (iii) any breach of any representation, warranty, covenant or agreement made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofherein, provided that Licensee shall give Licensor is given prompt written notice, notice of and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so broughtsuch Claim. Licensee shall notIn any instance to which the foregoing indemnities pertain, however, be entitled to recover for lost profits. Licensee shall cooperate fully with and assist Licensor in all respects in connection with any such defense. Licensor shall reimburse Licensee for all reasonable out-of-pocket costs actually incurred by Licensee in the conduct connection with such cooperation and defense assistance. In any instance to which such indemnities pertain, Licensor shall not enter into a settlement of said suit and/or proceedings related theretosuch Claim or admit liability or fault without Licensee's prior written approval.
(b) During the TermLicensee shall be solely responsible for, and continuing after the expiration or termination shall defend, hold harmless and indemnify Licensor, its subsidiaries and each of this Agreementtheir respective Affiliates, Licensee shall indemnify Licensor directors, officers, employees and shall hold it harmless from any loss, liability, damage, cost or expense agents against Claims arising out of any claims or suits which may be brought or made against Licensor by reason ofin connection with: (i) any breach act or omission of Licensee's covenants and undertakings hereunderLicensee in relation to this License; (ii) any unauthorized use by Licensee of the Licensed PropertyMarks; (iii) any use breach of any trademarkrepresentation, copyrightwarranty, design, patent, process, method covenant or device, except for those uses of the Licensed Property that are specifically approved agreement made by Licensor pursuant to the terms of this AgreementLicensee herein; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers defect (whether obvious or hiddenhidden and whether or not present in any sample approved by Licensor) in the Licensed Products or any packaging or other materials (including advertising materials), or arising from personal injury or damages or loss to property or any infringement of any rights of any other person or entity by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (v) any Claim that the use thereofof any design or other graphic component of any Licensed Product (other than the Licensed Marks) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided Licensee is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, Licensor shall cooperate fully with and assist Licensee in all respects in connection with any such defense. Licensee shall reimburse Licensor for all reasonable out-of-pocket costs actually incurred by Licensor in connection with such cooperation and assistance. In any instance to which such indemnities pertain, Licensee shall not enter into a settlement of such Claim or admit liability or fault without Licensor's prior written approval.
(c) With regard to 7(b)(v) above, Licensee agrees to obtainEach party hereto shall obtain and maintain, at its own expensesole cost, product comprehensive general liability insurance providing adequate protection coverage, including, but not limited to, Products Liability, Contractual Liability and Advertising Liability, which policy shall be written for Licensor the benefit of such party and Licensee against any such claims or suits in amounts no less than three million which shall name the other party and/or its Affiliates as an additional insured with respect to third party liability. The amount of coverage (which may be comprised of a primary general liability policy and an excess liability policy) shall be a minimum of Two Million U.S. dollars ($USD 2,000,000) per occurrence combined single limit and Three Million U.S. dollars (USD 3,000,000) per occurrenceannual general aggregate. The policy and certificate of insurance shall be endorsed to indicate that the acquiring party's insurance is primary and not in excess of or contributory to any other insurance in effect for the other party and all related entities. Such insurance shall be carried by an insurer authorized to conduct business in the State of New Jersey with a rating by
A. M. Best & Co. of at least A- or other rating satisfactory to the party being named as the additional insured. Such insurance policy shall also provide that the party being named as the additional insured receive written notice within thirty (30) days prior to the effective date of the cancellation, combined single limitsnonrenewal or any material change in coverage. Simultaneously Each party (i) shall deliver to the other party a certificate of such insurance evidencing satisfactory coverage prior to or simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer and (ii) shall not terminate or materially modify such policy or certificate so as not to comply with the terms of insurance without written notice to Licensor at least twenty (20) days in advance thereofthis section. Such insurance and delivery of obligations shall not limit either party's indemnity obligations, except to the policy or certificate are material obligations of Licenseeextent that one party's insurance company actually pays the other party amounts which the insured party would otherwise be obligated to pay the other party.
Appears in 1 contract
Sources: Trademark License Agreement (Sea Coast Foods, Inc.)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall be solely responsible for and shall defend, hold harmless and indemnify Licensee its subsidiaries and shall hold it harmless from each of their respective Affiliates, directors, officers, employees and agents against any lossclaims, liabilitydemands, damagecauses of action or damages, cost or expense including reasonable attorneys' fees and expenses (collectively CLAIMS) arising out of: (i) a claim that the use of the Licensed Marks as authorized by this Agreement violates or infringes upon the trademark, copyright or other intellectual property rights of a third party in or to the Licensed Marks, (ii) any defect in a product produced by or under the authority of Licensor other than under this Agreement or any packaging or other materials (including advertising materials), or arising from personal injury or damages or loss to property or any infringement of any claims rights of any other person or suits which may be brought entity by the manufacture, sale, possession or use of such products or their failure to comply with applicable laws, regulations and standards, or (iii) any breach of any representation, warranty, covenant or agreement made against Licensee by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 hereofherein, provided that Licensee shall give Licensor is given prompt written notice, notice of and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so broughtsuch Claim. Licensee shall notIn any instance to which the foregoing indemnities pertain, however, be entitled to recover for lost profits. Licensee shall cooperate fully with and assist Licensor in all respects respect in connection with any such defense. Licensor shall reimburse Licensee for all reasonable out-of-pocket costs actually incurred by Licensee in the conduct connection with such cooperation and defense assistance. In any instance to which such indemnities pertain, Licensor shall not enter into a settlement of said suit and/or proceedings related theretosuch Claim or admit liability or fault without Licensee's prior written approval.
(b) During the TermLicensee shall be solely responsible for, and continuing after the expiration or termination shall defend, hold harmless and indemnify Licensor, its subsidiaries and each of this Agreementtheir respective Affiliates, Licensee shall indemnify Licensor directors, officers, employees and shall hold it harmless from any loss, liability, damage, cost or expense agents against Claims arising out of any claims or suits which may be brought or made against Licensor by reason ofin connection with: (i) any breach act or omission of Licensee's covenants and undertakings hereunderLicensee in relation to this License; (ii) any unauthorized use by Licensee of the Licensed PropertyMarks; (iii) any use breach of any trademarkrepresentation, copyrightwarranty, design, patent, process, method covenant or device, except for those uses of the Licensed Property that are specifically approved agreement made by Licensor pursuant to the terms of this AgreementLicensee herein; (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers defect (whether obvious or hiddenhidden and whether or not present in any sample approved by Licensor) in the Licensed Products or any packaging or other materials (including advertising material), or arising from personal injury or damages or loss to property or any infringement of any rights of any other person or entity by the manufacture, sale, possession or use of Licensed Products or their failure to comply with applicable laws, regulations and standards or (v) any Claim that the use thereofof any design or other graphics component of any Licensed Product (other than the Licensed Marks) violates or infringes upon the trademark, copyright or other intellectual property rights (including trade dress) of a third party, provided Licensee is given prompt written notice of and shall have the option to undertake and conduct the defense of any such Claim. In any instance to which the foregoing indemnities pertain, Licensor shall cooperate fully with and assist Licensee in all respects in connection with any such defense. Licensee shall reimburse Licensor for all reasonable out-of-pocket costs actually incurred by Licensor in connection with such cooperation and assistance. In any instance to which such indemnities pertain, Licensee shall not enter into a settlement of such Claim or admit liability or fault without Licensor's prior written approval.
(c) With regard to 7(b)(v) above, Licensee agrees to obtainEach party hereto shall obtain and maintain, at its own expensesole cost, product comprehensive general liability insurance providing adequate protection coverage, including, but not limited to, Products Liability, Contractual Liability and Advertising Liability, which policy shall be written for Licensor the benefit of such party and Licensee against any such claims or suits in amounts no less than three million which shall name the other party and/or its Affiliates as an additional insured with respect to third party liability. The amount of coverage (which may be comprised of a primary general liability policy and an excess liability policy) shall be a minimum of Two Million U.S. dollars ($USD 2,000,000) per occurrence combined single limit and Three Million U.S. dollars (USD 3,000,000) per occurrenceannual general aggregate. The policy and certificate of insurance shall be endorsed to indicate that the acquiring party's insurance is primary and not in excess of or contributory to any other insurance in effect for the other party and all related entities. Such insurance shall be carried by an insurer authorized to conduct business in the State of New Jersey with a rating by A.M. Best & Co. of at least A- or other rating satisfactory to the party being named as the additional insured. Such insurance policy shall also provide that the party being named as the additional insured receive written notice within thirty (30) days prior to the effective date of the cancellation, combined single limitsnon renewal or any material change in coverage. Simultaneously Each party (i) shall deliver to the other party a certificate of such insurance evidencing satisfactory coverage prior to or simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor as an additional insured party and, requiring that the insurer and (ii) shall not terminate or materially modify such policy or certificate so as not to comply wit the terms of insurance without written notice to Licensor at least twenty (20) days in advance thereofthis section. Such insurance and delivery of obligations shall not limit either party's indemnity obligations, except to the policy or certificate are material obligations of Licenseeextent that one party's insurance company actually pays the other party amounts which the insured party would otherwise be obligated to pay the other party.
Appears in 1 contract
Sources: Trademark License Agreement (Sea Coast Foods, Inc.)
Indemnifications. (a) During the Term, and continuing after the expiration or termination of this Agreement, Licensor shall indemnify Licensee, BAM Entertainment Ltd and BAM Studios (Europe) Ltd. (collectively, the "Licensee Parties") and shall hold it Licensee Parties harmless from any loss, liability, damage, cost or expense expense, arising out of any claims or suits which may be brought or made against Licensee ---------- [*] Confidential portions omitted and filed separately with the Commission. Parties by reason of the breach by Licensor of the warranties or representations as set forth in Paragraph 12 13 hereof, provided that Licensee Parties shall give prompt written notice, and full cooperation and assistance to Licensor relative to any such claim or suit and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought. Licensee Parties shall not, however, be entitled to recover for lost profits. Licensee Parties shall cooperate fully in all respects respect with Licensor in the conduct and defense of said suit and/or proceedings related thereto.
(b) During the Term, and continuing after the expiration or termination of this Agreement, Licensee shall indemnify Licensor Licensor, Time Warner Entertainment Company, L.P. ("TWE") and each of its affiliates and shall hold it them harmless from any loss, liability, damage, cost or expense arising out of any claims or suits which may be brought or made against Licensor Licensor, TWE or any of its affiliates, by reason of: (i) any breach of Licensee's covenants and undertakings hereunder; (ii) any unauthorized use by Licensee of the Licensed Property; (iii) any use of any trademark, or copyright, design, patent, process, method or device, device (except for those uses of to the extent such rights are granted in the Licensed Property that are specifically approved by Licensor pursuant to used in accordance with the terms of this Agreement); (iv) Licensee's non-compliance with any applicable federal, state or local laws or with any other applicable regulations; and (v) any alleged defects and/or inherent dangers (whether obvious or hidden) in the Licensed Products or the use thereof.
(c) With regard to 7(b)(v8(b) above, Licensee agrees to obtain, at its own expense, Comprehensive Commercial General Liability Insurance, including product liability insurance and contractual liability coverage providing adequate protection for Licensor and Licensee against any such claims or suits in amounts no less than three million dollars ($3,000,000) per occurrence, combined single limits. Simultaneously with the execution of this Agreement, Licensee undertakes to submit to Licensor a fully paid policy or certificate of insurance naming Licensor Licensor, TWE and each of its affiliates as an additional insured party parties and, requiring that the insurer shall not terminate or materially modify such policy or certificate of insurance without written notice to Licensor at least twenty (20) days in advance thereof. Such insurance shall at all times be primary and not contributory with any insurance carried by Licensor, TWE or any of their affiliates. Further the delivery of the policy or certificate certificate, as provided in this Paragraph 8(c) are material obligations of Licensee.
Appears in 1 contract