Licensor’s Indemnification. Licensor agrees to indemnify, defend and hold harmless Licensee, its affiliates, employees, directors, agents, representatives, successors and assigns from and against any losses, liabilities, costs, damages, claims, fines, penalties and expenses including, without limitations, costs of defense or settlement and reasonable attorney's, consultant's, and expert's fees that arise out of or result from any breach of representation or warranty by Licensor to perform its obligations under this Agreement.
Licensor’s Indemnification. The Licensor will indemnify, defend, and hold harmless the Licensee and the Licensee’s parent company, subsidiaries, affiliates, and each of their directors, officers, employees, attorneys, accountants, and agents from and against any claims, costs, damages, losses, liabilities, and expenses (including, without limitation, attorneys’ fees) relating to any claims, actions, or proceedings against any of the aforesaid indemnified parties arising out of or related in any way to (i) the Licensor’s breach of this Agreement or any of the Licensor’s representations or warranties contained herein, or (ii) the Licensor’s violation of any laws, rules, regulations, or any third party in connection with the Game.
Licensor’s Indemnification. Licensor agrees to defend, indemnify and -------------------------- hold harmless Licensee and its Affiliate, Subsidiary and Related companies and each of their respective directors, officers, employees, representatives and agents, at Licensor's expense, from and against any and all actions, claims, proceedings or lawsuits to the extent arising from or related in any way to, claims that Licensee's use of the Marks and/or Names hereunder infringes the trademark, service xxxx, trade dress or trade name rights of third parties in the U.S., its
Licensor’s Indemnification. Licensors shall indemnify, defend, and hold harmless Licensees and their shareholders, directors, officers, managers, members, agents, employees, members, subsidiaries and successors in interest from any claim, liability and expense, including reasonable attorneys' fees, arising out of any claim that Licensees' permitted use of the Software infringes the patent, copyright, trade xxxx, trade secret or other proprietary rights of a third party. In the event a claim of infringement is asserted, Licensors shall procure for Licensees the right to continue using the Software pursuant to this Agreement. Any costs associated with implementing either of the above alternatives will be borne by Licensors.
Licensor’s Indemnification. Licensor agrees to defend, indemnify and hold Licensee, its officers, directors, shareholders, employees, legal representatives, successors and assigns harmless of, from and against any loss, claim, damage, liability, penalty or other cost or expense (including reasonable attorneys’ fees) incurred or sustained at any time by any of them on account of or relating to any claims that the Marks infringe the intellectual property rights of any third party or the breach by Licensor of any of its representations, warranties, covenants, duties or obligations under this Agreement. This indemnity is subject to the limitations on indemnification set forth in Section 11.4 of the Purchase Agreement.
Licensor’s Indemnification. Licensor shall indemnify, defend and hold Licensee, its Affiliates, and their respective officers, directors, employees and agents (each, a “Licensor Indemnified Party”), harmless from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, reasonable attorneys’ fees, costs of investigation and any legal or other expenses or costs (“Losses”) incurred or suffered by any Licensor Indemnified Party arising out of, in connection with or resulting from any claim, allegation or judgment as to: (i) any violation or infringement upon any common law or statutory intellectual property rights of any third party that arises from or relates to Licensor Intellectual Property, or (ii) any inaccuracy or breach in any of Licensor’s representations and warranties under this Agreement.
Licensor’s Indemnification a. LICENSOR agrees to defend, indemnify and hold LICENSEE harmless against any damages, liabilities and expenses LICENSEE may suffer, including reasonable attorneys' fees and costs of suit, arising from a claim that the LICENSED MARKS used apart from or incorporated in the COMBINATION MARK xxxringe the trademark rights of a third party within the TERRITORY; except to the extent such claim results directly or indirectly, in whole or in part, from some unauthorized action or activity by LICENSEE with respect to the LICENSED MARK xxxt is not authorized by LICENSOR.
Licensor’s Indemnification. Licensor agrees to indemnify and hold the Licensee harmless from any and all claims (and liabilities, judgments, penalties, losses, costs, damages, and expenses resulting therefrom, including reasonable attorneys' fees, but excluding lost profits) made by third parties against the Licensee asserting rights in one or more of the Trademark POCKET SHOT ENERGY and based solely upon the use of the Trademark POCKET SHOT ENERGY by the Licensee in strict accordance with the terms of this Agreement.
Licensor’s Indemnification. 16.1 Licensor, at its own expense, shall defend any legal action brought against Licensee to the extent that it is based upon a claim that the normal operation, possession or use by Licensee of the Licensed System infringes a patent, copyright or intellectual or industrial property rights of any person, firm or corporation not a party to this Agreement (an "Intellectual Property Infringement"), provided that Licensee:
Licensor’s Indemnification. Licensor shall indemnify and defend Licensee against all claims, costs, proceedings, demands, losses, damages, expenses (including reasonable outside legal and other professional expenses) and/or liabilities whatsoever arising directly or indirectly as a result of any breach of any of Licensor’s undertakings, warranties or obligations under this Agreement.
