Licensor Indemnity. Licensor shall indemnify Licensee and shall defend Licensee against, and hold Licensee harmless from, all claims, liabilities, suits, losses, damages, and expenses (including reasonable attorneys' fees) brought by a third party against Licensee arising out of or relating to any breach or alleged breach by Licensor of any of its duties, obligations, representations and warranties set forth herein.
Appears in 4 contracts
Sources: Merchandise License Agreement (Eternal Image Inc), Merchandise License Agreement (Eternal Image Inc), Merchandise License Agreement (Eternal Image Inc)
Licensor Indemnity. Licensor shall will defend, hold harmless and indemnify Licensee Licensees and shall defend Licensee againsteach of their Affiliates, officers, directors, shareholders, employees, contractors, agents and hold Licensee harmless fromrepresentatives from and against any and all Losses and Expenses arising out of, all claimsresulting from or based upon any pending or threatened claim, liabilitiesaction, suitsproceeding or suit by any third party, losseswhether based on contract, damagestort or otherwise, and expenses (including reasonable attorneys' fees) brought by a third party against Licensee arising out of or relating to in connection with (i) any breach or alleged breach of this Agreement by Licensor and (ii) the use of any the Licensed Marks by Licensees in accordance with the terms of its duties, obligations, representations and warranties set forth hereinthis Agreement.
Appears in 2 contracts
Sources: Trademark License Agreement (R H Donnelley Corp), Trademark License Agreement (Donnelley R H Inc)
Licensor Indemnity. Licensor shall indemnify Licensee and shall indemnify, defend Licensee against, and hold Licensee harmless from, from and against all claims, liabilities, suits, lossesdemands, actions and proceedings, judgments, penalties, damages, costs and expenses (including reasonable attorneys' feeslegal fees and costs), losses or liabilities (“Damages”) brought by a third party against Licensee arising out of or relating to a claim that any breach or alleged Damages incurred by Licensee resulting from a breach by Licensor of any representation, warranty or other provision of its dutiesthis Agreement, obligations, representations and warranties set forth hereinLicensor will pay the costs and damages finally awarded in any suit or proceeding.
Appears in 1 contract
Licensor Indemnity. Licensor shall indemnify and hold harmless Licensee and shall defend Licensee againstits respective officers, directors, employees and hold Licensee harmless fromstockholders, from and against any and all third-party claims, liabilitiesdemands, causes of action, suits, losses, damages, proceedings and expenses any other legal or equitable matters (including reasonable attorneys' ’ fees, or defending against them) brought by a third party against Licensee to the extent arising out of or relating resulting from Licensor’s failure to any breach or alleged breach by Licensor of comply with any of its dutiesobligations under this Agreement, obligations, including a breach of its representations and warranties set forth made herein.
Appears in 1 contract
Licensor Indemnity. Licensee shall, to the full extent permitted by law, indemnify Licensor shall indemnify Licensee and shall defend Licensee against, OWNER hold Licensor and hold Licensee OWNER harmless from, against all claims, liabilities, suits, losses, damages, and costs, charges, expenses (including reasonable attorneys' attorney's fees) brought ), actions, claims and demands which may be sustained or suffered by a or recovered or made against Licensor by any third party against Licensee arising out of from or relating to in any way connected with a breach or alleged breach by Licensor of any term of its duties, obligations, representations and warranties set forth hereinthis Agreement by Licensee.
Appears in 1 contract
Sources: License and Maintenance Agreement (Electronic Transmission Corp /De/)