Common use of Licensor Indemnity Clause in Contracts

Licensor Indemnity. Licensor shall indemnify, defend and hold harmless Licensee, Licensee’s Affiliates and Licensee’s sublicensees, and each of their respective members, partners, directors, officers, employees, agents and representatives (Licensee, together with all the foregoing, the “Licensee Indemnitees”) from and against any and all claims, causes of action, suits, or legal proceedings brought or threatened by a third party (including a governmental entity) (collectively, “Claims”), and pay or reimburse all damages, liabilities, fines, penalties, or other amounts paid or required to be paid to a third party (including a governmental entity) (collectively “Losses”), to the extent arising from or in connection with (i) Goods and Services bearing or offered under the Licensed Property that were designed, manufactured, distributed, sold and/or promoted by Licensor or any Licensor Indemnitee, including to the extent arising from product liability claims; (ii) Licensor’s breach of any of its promises, obligations, representations and/or warranties under this Agreement and/or any applicable sublicense; and/or (iii) Licensor’s gross negligence, willful misconduct, or failure to comply with any law or regulation applicable to its performance hereunder. Licensor may settle any such Claim without Licensee’s prior written consent; provided, that, the settlement fully releases Licensee and its Affiliates, owners and agents, without imposing future duties on Licensee or admitting any liability on Licensee’s behalf, and without in any way prejudicing Licensee’s rights in Licensed Property. For avoidance of doubt, the provisions of this paragraph shall survive expiration of this Agreement.

Licensor Indemnity. Licensor Subject to the final sentence of Sections 3.1 and 3.2, LICENSOR shall indemnify, defend LICENSEE and hold harmless Licensee, Licensee’s Affiliates and Licensee’s sublicensees, and each of their respective members, partnersits officers, directors, officersagents, employeesshareholders, agents members and representatives (Licensee, together with all the foregoingaffiliates(collectively, the “Licensee IndemniteesINDEMNITEES”) from and against any and all claimsclaim, causes of action, suits, suit or legal proceedings other proceeding (each a “Claim”) brought or threatened against the INDEMNITEES by a third party (including to the extent the Claim arises out of or results from a governmental entity) (collectively, “Claims”), and pay or reimburse all damages, liabilities, fines, penaltiesbreach by Licensor of any obligation under this Agreement, or other amounts paid or required to be paid to any claim that a third party (including a governmental entity) (collectively “Losses”)Licensed Product, to the extent arising that the Licensed Product’s manufacture is within the scope of the licenses under this Agreement, infringes any patent, and shall settle such Claim and pay the amount of such settlement or, as in the case of suit, pay all damages, expenses and costs (excluding attorneys’ fees) awarded from an unappealable decision of a court of competent jurisdiction. As an express condition precedent to LICENSOR’s obligations under this Section 11.2, the INDEMNITEE must: (a) give LICENSOR prompt written notice of any such Claim, (b) grant LICENSOR sole control over the defense and settlement of the Claim, (c) provide LICENSOR with full cooperation for the defense of the Claim, and (d) not enter into any settlement or compromise of such Claim without LICENSOR’s prior written approval. If such Licensed Product is held to infringe or, in connection with LICENSOR’s opinion, likely to be held to infringe, LICENSOR shall, at LICENSEE’s option but at LICENSOR’s expense, (i) Goods and Services bearing or offered procure for the INDEMNITEES the right to continue exercising their rights under this Agreement with respect to the Licensed Property that were designedProduct, manufactured, distributed, sold and/or promoted by Licensor or any Licensor Indemnitee, including to the extent arising from product liability claims; (ii) Licensor’s breach of any of its promisesreplace or modify the Licensed Product so it is not infringing, obligations, representations and/or warranties under this Agreement and/or any applicable sublicense; and/or or (iii) Licensor’s gross negligenceif neither (i) nor (ii) are commercially practicable, willful misconductterminate this Agreement immediately upon written notice, subject to any damage claim by LICENSEE. Licensee may participate in the defense or failure to comply settlement of the Claim with any law or regulation applicable to counsel of its performance hereunderchoice and at its own expense provided that control of such defense and settlement remains in LICENSOR. Licensor may settle any such Claim without Licensee’s prior written consent; provided, that, the settlement fully releases Licensee and its Affiliates, owners and agents, without imposing future duties on Licensee or admitting any liability on Licensee’s behalf, and without in any way prejudicing Licensee’s rights in Licensed Property. For avoidance of doubt, the provisions of this paragraph shall survive expiration of this AgreementTHE FOREGOING STATES LICENSOR’S ENTIRE LIABILITY AND THE INDEMNITEES’ EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS WITH RESPECT TO THE LICENSED PRODUCTS.