Licensee's Indemnification of Licensor. Except as expressly provided in Section 11.1, Licensee shall release, defend, hold harmless and indemnify Licensor and each of its officers, directors, controlling persons and agents from and against any claims, demands, causes of action, judgments, settlements, fines or other costs (including reasonable attorneys’ fees) which Licensor may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it arising out of or in connection with the business contemplated herein, including without limitation Licensee’s performance of this Agreement, any alleged design or utility patent infringement, any alleged defect in any Licensed Product produced by or for Licensee under this Agreement or the manufacture, labeling, sale, distribution or advertisement of any Licensed Product by Licensee in violation of any law. Licensor shall give Licensee prompt notice of any such claim or suit. Licensee shall undertake and conduct the defense of any suit so brought through counsel of Licensee’s choice, subject to Licensor’s right of approval, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, prior to entering into settlement of any such claim or suit which would be reasonably likely to adversely affect any of the Licensor Marks and/or would be reasonably likely to damage Licensor’s goodwill, Licensee shall obtain Licensor’s written consent to such settlement (which consent shall not be unreasonably withheld or delayed). The provisions of this Section and Licensee’s obligations hereunder shall survive the expiration or termination of this Agreement.
Licensee's Indemnification of Licensor a. Licensee shall indemnify, hold harmless and defend Licensor against all liability, cost and expense (including without limitation any fines, penalties, judgments, third party claims, litigation cost and attorney fees) incurred by Licensor as a result of:
Licensee's Indemnification of Licensor. Licensee shall indemnify, defend, and hold harmless Licensor against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (hereinafter, “Losses”) arising out of or resulting from any claim, suit, action, or proceeding (hereinafter, “Action”) by a third party related to or arising out of Licensee’s use of Licensor Intellectual Property in a manner not permitted by this Agreement, including but not limited to Licensee’s use of any of Licensor Intellectual Property (i) after Licensor has directed Licensee to cease such use or (ii) termination of this Agreement.
Licensee's Indemnification of Licensor. Licensee agrees to indemnify Licensor and hold Licensor and its agents and employees harmless against any and all claim, loss, liability or damage (including reasonable attorneys' fees) which may be incurred as a result of the Licensee's use of the Container, including but not limited to, damage to property of the Licensee, to the property of other persons or for personal injury to other persons. The Licensor may repair all damage and injury to the Container or the Building, or to its appurtenances, fixtures or equipment, at the expense of the Licensee to the extent that damage was caused by Licensee or Licensee's employees, agents or visitors. In the event that there is any litigation as a result of Licensee’s breach of this Agreement, or the failure of the Licensee to remove any or all of the property stored in the Container at the end or earlier termination of this License, the Licensee agrees to pay all charges that may be due together with such costs and expenses, including reasonable attorney’s fees, which the Licensor may reasonably incur or become liable to pay in connection therewith, and the Licensor shall have a lien on said property for all charges that may be due it as well as for such costs and expenses, in addition to all other remedies available to the Licensor.
Licensee's Indemnification of Licensor. Licensee shall indemnify and hold Licensor harmless from and against any and all claims, actions, expenses, losses, liabilities, damages, fines, fees and expenses, arising out of, concerning or affecting, in whole or in part, this Agreement or the business conducted by Licensor, its agents or employees.
Licensee's Indemnification of Licensor. In addition to, and without limiting, Licensee's indemnification obligations under Section 12.3 and Licensee's obligations under Section 14.4, Licensee shall at all times during and after the term of this Agreement be responsible for, and shall defend, indemnify and hold Licensor, their directors, officers, employees, agents and representatives harmless from and against, any and all third-party claims, actions, lawsuits, proceedings, fines, penalties, damages, costs, fees and expenses, including reasonable legal expenses, costs and attorneys fees incurred in the defense thereof (collectively, "Claims") resulting from, arising out of or attributable to (i) any breach of any representation or warranty in Section 19.2 by Licensee, or (ii) the research, development, use, manufacture, sale and distribution by Licensee, its Affiliates and sublicensees of the Compound, Bulk, Product and Kit or (iii) the use of the Licensed Technology by Licensee, its Affiliates, sublicensees and collaborators (including, without limitation, the Third-Party Manufacturer(s)), except to the extent such Claim is attributable to Meiji's or Licensor's breach of any of its or their representations and warranties provided in Section 19.1 or is subject to Meiji's or Licensor's indemnification or other obligations under Sections 12.1, 12.3 or 14.4; provided, however, that (a) Licensor gives Licensee prompt notice of any such Claim; (b) Licensee, its Affiliates or sublicensees have the right, in consultation with Licensor, to compromise, settle or defend such Claim; and (c) Licensor, at the expense of Licensee, cooperates with Licensee, its Affiliates or sublicensees in the defense of such Claim.
Licensee's Indemnification of Licensor. Subject to the limitations set forth in Section 9.9, the Licensee shall indemnify, defend and hold harmless the Licensor from and against any and all claims, suits, expenses, judgments, losses and damages (collectively "Damages"), including, without limitation, reasonable attorneys' fees, in connection with the manufacturing, marketing, distribution
Licensee's Indemnification of Licensor. In addition to, and without limiting, Licensee's indemnification obligations under Section 12.3 and Licensee's obligations under Section 14.4, Licensee shall [ * ].
Licensee's Indemnification of Licensor. 2 8. DESTRUCTION, FIRE AND OTHER CASUALTY.................................... 3 9. ASSIGNMENT.............................................................. 3 10. ACCESS TO STORAGE AREA.................................................. 3 11. DEFAULT................................................................. 4
Licensee's Indemnification of Licensor. 7.1 Licensee shall indemnify and save harmless Licensor against and from all liabilities and expenses paid, suffered or incurred as a result of any breach by Licensee of this License, including, without limitation attorneys' fees and expenses for which Licensor is not reimbursed by insurance. Licensee's indemnification of Licensor shall extend to all of Licensee's acts, including, without limitation, the storage of goods or materials not permitted under this License, or the carelessness, negligence or improper conduct of the Licensee, Licensee's agents, contractors, employees, invitees or licensees. In case any action or proceeding is brought against Licensor by reason of any such claim, Licensee, upon written notice from Licensor, shall, at Licensee's expense, resist or defend such action or proceeding by counsel approved by Licensor in writing.
