Common use of Indemnity by Licensee Clause in Contracts

Indemnity by Licensee. Licensee shall indemnify, defend at its expense and hold harmless Licensor and its directors, officers, employees, agents and representatives from any third-party claims, losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys’ fees and costs of suit) to the extent arising out of or relating to (i) any breach by Licensee of this Agreement or any action or inaction by any sublicensee hereof that would breach this Agreement if committed by Licensee; (ii) any negligence or willful misconduct by Licensee; or (iii) any Action against Licensee on the basis of a product defect or similar claim that is mistakenly directed at Licensor; except to the extent of Licensor’s indemnity obligation.

Indemnity by Licensee. The Licensee shall indemnify, defend at its expense and hold harmless the Licensor and the Licensor's directors, officers, employees and agents from and against all claims, actions or causes of action, suits and proceedings and all loss, assessments, liability, damages, costs and expenses incurred in connection therewith (including reasonable solicitors' fees) for which the Licensor or its directors, officers, employeesemployees or agents may become liable or incur or be compelled to pay, agents and representatives from any third-party claimsin each case, losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys’ fees and costs of suit) to the extent arising out cause, (a) by a breach of this Agreement by the Licensee, or relating to (ib) any breach by Licensee the willful misconduct or negligent acts or omissions of the Licensee, its agents, contractors or employees, in connection with or as a result of this Agreement or any action or inaction by any sublicensee hereof that would breach this Agreement if committed by Licensee; (ii) any negligence or the performance of its obligations hereunder, unless, in each case, such claim results from the willful misconduct by Licensee; or (iii) any Action against Licensee on negligent acts or omissions of the basis of a product defect or similar claim that is mistakenly directed at Licensor; except to the extent of Licensor’s indemnity obligation.

Indemnity by Licensee. Licensee shall indemnify, defend at its expense and hold harmless Licensor and its directors, officers, employees, agents and representatives from any third-party claims, losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys’ fees and costs of suit) to the extent arising out of or relating to (i) any breach by Licensee of this Agreement or any action or inaction by any sublicensee hereof that would breach this Agreement if committed by Licensee; (ii) any negligence or willful misconduct by Licensee; or (iii) any Action against Licensee on the basis of a product defect or similar claim that is mistakenly directed at Licensor; , except to the extent of Licensor’s indemnity obligation.