Common use of Licensee’s Indemnity Clause in Contracts

Licensee’s Indemnity. ‌ Subject to the paragraphs below and Section 7.14, the Licensee shall defend, protect, indemnify, and hold the Licensor and the Licensor's agents, officers, directors, employees, and contractors (collectively, the “Licensor Indemnified Parties”) harmless against and from any and all injuries, costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable solicitors' fees) arising in connection with any and all third party claims arising out of: (a) injuries occurring within the Licensed Premises, (b) any intentional conduct or negligence of the Licensee or any person for whom it is in law responsible, or (c) any breach or default in the performance of any obligation on the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and to the extent such damage or loss is as a result of the negligence or wilful misconduct of the Licensee, its employees, agents, contractors and those for whom it is in law responsible. Notwithstanding anything in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned by the negligence of the Licensee or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraph.

Licensee’s Indemnity. ‌ Subject Licensee shall not do or permit any act or thing to be done upon the Premises which may subject Licensor to any liability or responsibility for injury, damages to persons or property or to any liability by reason of any violation of law or of any legal requirement of public authority, but shall exercise such control over the Premises as to fully protect Licensor against any such liability. Licensee agrees to indemnify and save Licensor harmless from and against (a) all claims of whatever nature against Licensor arising from any act, omission or negligence 15 of Licensee, its contractors, agents, servants, employees, invitees or visitors, including any claims arising from any act, omission or negligence of Licensor or both Licensor and Licensee, (b) all claims against Licensor arising from any accident, injury or damage whatsoever caused to any person or to the paragraphs below property of any person and Section 7.14occurring during the Term in or about the Premises, (c) all claims against Licensor arising from any accident, injury or damage occurring outside of the Premises but anywhere within or about the Real Property, where such accident, injury or damage results or is claimed to have resulted from an act or omission of Licensee shall defend, protect, indemnify, and hold the Licensor and the Licensoror Licensee's agents, officersemployees, directorsinvitees or visitors, including any claims arising from any act, omission or negligence of Licensor or both Licensor and Licensee, (d) any breach, violation or non-performance of any covenant, condition or agreement in this License Agreement set forth and contained on the part of Licensee to be fulfilled, kept, observed and performed, and (e) any claim, loss or liability arising or claimed to arise from Licensee, or any of Licensee's contractors, licensees, agents, servants, employees, and contractors invitees or visitors causing or permitting any Hazardous Substance (collectivelyas hereinafter defined) to be brought upon, kept or used in or about the Premises or the Real Property or any seepage, escape or release of such Hazardous Substances. For the purpose of this License Agreement, the “Licensor Indemnified Parties”) term "Hazardous Substances" shall be deemed to mean asbestos and polychlorinated biphenyls and all other hazardous or toxic materials, wastes and substances identified as such pursuant to any law. This indemnity and hold harmless agreement shall include indemnity from and against and from any and all injuriesliability, costs, expenses, liabilities, losses, damages, injunctionsfines, suits, actionsdemands, fines, penalties, costs and demands expenses of any kind or nature (including reasonable solicitors' fees) arising incurred in or in connection with any such claim or proceeding brought thereon, and all third party claims arising out of: (a) injuries occurring within the Licensed Premises, (b) any intentional conduct or negligence of the Licensee or any person for whom it is in law responsible, or (c) any breach or default in the performance of any obligation on the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and to the extent such damage or loss is as a result of the negligence or wilful misconduct of the Licensee, its employees, agents, contractors and those for whom it is in law responsible. Notwithstanding anything in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned by the negligence of the Licensee or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraphdefense thereof.

Licensee’s Indemnity. ‌ Subject to the paragraphs below and provisions of Section 7.146.1 (Mutual Release), the Licensee shall defend, protect, indemnify, and hold the Licensor save harmless Meijer, its parent, subsidiary, and the Licensor's agentsaffiliated entities (including, without limitation, Meijer Stores Limited Partnership and Meijer Distribution, Inc., and their respective officers, directors, shareholders, partners, agents, and employees and any other persons, firms, or corporations having any interest in any Licensed Premises against any liability or claim thereof (including but not limited to reasonable actual attorney fees and costs) whether for injury to persons, including death, or damage to property (i) occurring on or arising out of the use of any Licensed Premises during the term of this License; (ii) arising out of any default by Licensee under this License; (iii) arising out of any act or omission to act by Licensee, its agents, employees, and or contractors at any time including, without limitation, any such act or omission in any Entire Premises or Common Facilities; or (collectively, the “Licensor Indemnified Parties”) harmless against and from any and all injuries, costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable solicitors' feesiv) arising in connection with the operation of the business conducted from any Licensed Premises. The foregoing indemnity from Licensee shall include claims alleging or involving joint or comparative negligence, but shall not extend to liability directly resulting only from the sole negligence of Meijer, its parent, subsidiary, and affiliated entities and their respective officers, directors, shareholders, partners, agents, and employees. To the fullest extent permitted by law, Licensee expressly waives any and all third party claims arising out of: (a) injuries occurring within the Licensed Premisesimmunity and/or damage limitation provisions available to Licensee under any workers' or workmen's compensation acts, (b) any intentional conduct or negligence of the Licensee or any person for whom it is in law responsible, or (c) any breach or default in the performance of any obligation on the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent disability benefit acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and other employee benefit acts to the extent such damage or loss is as a result of acts would otherwise limit the negligence or wilful misconduct of the Licenseeamount recoverable by Meijer, its employeesparent, PCA International Master License (12, 25, 30, 34, 35, 55, 179, 195, 201, 203, 205) subsidiary, and affiliated entities (including, without limitation, Meijer Stores Limited Partnership and Meijer Distribution, Inc., and their respective officers, directors, shareholders, partners, agents, contractors and those for whom it is in law responsible. Notwithstanding anything employees, pursuant to the indemnification provisions contained in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company Section 8.1 (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned by the negligence of the Licensee or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraphLicensee's Indemnity).

Licensee’s Indemnity. ‌ Subject to the paragraphs below Licensee hereby indemnifies, defends and Section 7.14holds harmless Licensor, the Licensee shall defend, protect, indemnify, and hold the Licensor and the Licensor's agentsits directors, officers, directors, employees, representatives, consultants, Affiliates, successors, assigns and contractors agents (collectively, the each a “Licensor Indemnified PartiesIndemnitee”) harmless against and from any and all injuriesdamages, costs, expensesclaims, liabilities, losseslosses and other expenses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable solicitors' fees) arising in connection with any attorneys’ fees and all costs, whether or not a lawsuit or other proceeding is filed, that arise out of or relate to a third party claims claim (“Claim”) alleging or arising out of: (a) injuries occurring within Licensee’s use of the Licensed Premises, Patents and/or Licensed Technology and Materials; (b) any intentional conduct claims relating to the Products developed by Licensee, including damages for personal injury, death or negligence of the Licensee or any person for whom it is in law responsible, or tangible property damage; (c) any a breach or default in the performance misrepresentation of any obligation on of Licensee’s representations or warranties set forth in Section 7.1; (d) Licensee’s transactions with third parties and/or the operation of its business; and/or (e) Licensee's part to be performed ’s fraudulent acts or willful misconduct, except that in each case Licensee shall have no obligations under this Licence. This indemnity does not include the intentional Section 8.1 for any Claim alleging or negligent acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and to the extent such damage or loss is as a result of the negligence or wilful misconduct of the Licensee, its employees, agents, contractors and those for whom it is in law responsible. Notwithstanding anything in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit design defect that was present in any Licensed Technology and Materials or consequential loss that is indirect or not reasonably foreseeable, any Licensed Patent at the time it was provided by Licensor to Licensee hereunder or (ii) a claim that use of the Licensed Patents and/or Licensed Technology and Materials in accordance with this Agreement infringes upon or misappropriates the Intellectual Property Rights of any loss person or damage entity, except to the Building extent a claim arises from (A) the use of any version of the Licensed Technology and Materials other than a current, unaltered release, if such infringement would have been avoided by the use of a current, unaltered release (provided that Licensor informed Licensee that the new version should be used to avoid infringement); (B) a modification made by Licensee that was not approved by Licensor or other tangible propertyspecified in the specifications, designs or instructions supplied by Licensor, if such infringement or design defect would have been avoided in the absence of such modification; (C) the combination, operation or use of the Licensed Patents or Licensed Technology and Materials with materials not provided or approved by Licensor, or any resulting loss of income and benefitsspecified in the specifications, even though designs or instructions supplied by Licensor, if such loss infringement or damage might design defect would have been occasioned by avoided in the negligence absence of such combination, operation or use; or (D) the use of the Licensee Licensed Patents or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to Licensed Technology and Materials in breach of this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraphAgreement.