Licensor's Indemnification of Licensee Sample Clauses

Licensor's Indemnification of Licensee. Licensor shall release, defend, hold harmless and indemnify Licensee and each of its officers, directors, controlling persons and agents from any claims, demands, causes of action, judgments, settlements, fines or other costs (including reasonable attorneys’ fees) arising solely out of a third-party claim that the use by Licensee of the Trademarks in strict accordance with the terms of this Agreement violates the rights of such third party; provided, however, that such indemnification obligation shall not apply to any use of the Trademarks outside the Territory, notwithstanding Licensor’s approval of such use, absent written confirmation from Licensor that it accepts such indemnification obligation. Licensee shall give Licensor prompt notice of any such claim or suit. Licensor shall have the right to undertake and conduct the defense of any suit so brought through counsel of Licensor’s choice.
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Licensor's Indemnification of Licensee. Licensor shall defend, hold harmless and indemnify Licensee from any claims, demands, causes of action, settlements, fines or other costs (including reasonable attorneys' fees) arising solely out of a third-party claim that the use by Licensee of the Trademarks in strict accordance with the terms of this Agreement violates the rights of such third party. Licensee shall give Licensor prompt notice of any such claim or suit. Licensor shall have the right to undertake and conduct the defense of any suit so brought through counsel of Licensor's choice.
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Licensor's Indemnification of Licensee. Subject to the limitations set forth in Section 9.9, the Licensor shall indemnify, defend and hold harmless the Licensee from and against any and all Damages arising from or in connection with any Intellectual Property Claim; provided, however, that such indemnification shall not extend to any such Damages relating to: (a) any modifications made by the Licensee to the Patents, the Know-How or the other proprietary assets licensed or any materials provided hereunder which modifications were not authorized in writing in advance by the Licensor or (b) modifications to the Patents or the Know-How which are made by the Licensor at the direction of the Licensee and which are in compliance with designs or specifications provided by the Licensee to the Licensor. The Licensor's obligations to indemnify the Licensee shall not apply to the extent that such Damages have been caused primarily by the Licensee's willful misconduct or gross negligence. In the event of the commencement of any suit, action or other proceeding against the Licensee for which the Licensor is responsible for indemnifying the Licensee, the Licensee shall promptly provide written notification to the Licensor of such claim and send the Licensor copies of all papers served in such suit, action or other proceeding; provided, that failure to provide such notification or a delay in providing such notification with respect to any claim shall not affect the Licensor's indemnification obligation hereunder except to the extent such failure or delay actually prejudices the ability to defend and/or settle such claim. The Licensor, at its sole cost and expense, shall, and the Licensee shall permit the Licensor to, defend against and/or settle all such claims, or take such other actions, in each case as may be reasonably necessary or appropriate. If the Licensor, after reviewing any such claim elects not to defend against such claim, the Licensor shall promptly so notify the Licensee, following which the Licensee may, at the Licensor's sole cost and expense, provide a defense to such claim. In either case, whether the Licensor or the Licensee defends against such claim, the other party shall cooperate with the defending party in any way necessary or desirable in order to enable the defending party to defend such suit, action or other proceeding or to arrive at a settlement with the plaintiff in such suit.
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Licensor's Indemnification of Licensee. Licensor shall indemnify and hold Licensee harmless from and against any and all claims, actions, expenses, losses, liabilities, damages, fines, fees and expenses, including counsel fees and expenses, arising out of, concerning or affecting, in whole or in part, this Agreement or the business conducted by Licensee, its agents or employees.
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Licensor's Indemnification of Licensee. In addition to, and without limiting, Xxxxx's indemnification obligations under Section 12.3 and Licensor's obligations under Section 14.4, Licensor shall at all times during and after the term of this Agreement be responsible for, and shall defend, indemnify and hold Licensee, its Affiliates and sublicensees, and their respective 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 any breach of any representation or warranty in Section 19.1 by Licensor, except to the extent such Claim is attributable to Licensee's breach of any of its representations and warranties provided in Section 19.2; provided, however, that (a) Licensee gives Licensor prompt notice of any such Claim; (b) Licensor has the right, in consultation with Licensee to compromise, settle or defend such Claim; and (c) Licensee, at Licensor's expense, cooperates with Licensor in the defense of such Claim.
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Licensor's Indemnification of Licensee. In addition to, and without limiting, Xxxxx's indemnification obligations under Section 12.3 and Licensor's obligations under Section 14.4, Licensor shall [ * ].
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Licensor's Indemnification of Licensee. Licensor hereby inde1ru1ilies and holds Licensee and its affiliates and the directors, officers, employees, representatives, successors, assigns and agents of each (collectively “Licensee Indemnified Parties”) harmless of and from and shall indemnify each of them against any and all losses, liabilities, damages, judgments, awards, suits, claims, fines, penalties and expenses (including reasonable outside attorneys’ fees and expenses) for which Licensee Indemnified Parties may become liable or be compelled to pay in any action, claim or proceeding against Licensee Indemnified Parties by reason of (i) the use in accordance with the terms of this Agreement of the URL or Licensed IP; (ii) any breach of any of Licensor’s representations, warranties, or obligations hereunder; or (iv) any negligent acts, whether of omission or commission, of Licensor or any of its agents, employees, representatives, contractors or sub contractors.
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Related to Licensor's Indemnification of Licensee

  • Licensee Indemnification Licensee will indemnify, defend and hold harmless UM, its trustees, officers, agents and employees (collectively, the “Indemnified Parties”), from and against any and all liability, loss, damage, action, claim or expense suffered or incurred by the Indemnified Parties which results from or arises out of third party claims in connection with (individually, a “Liability” and collectively, the “Liabilities”):

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • Limitation of Liability; Indemnification (a)None of the Asset Manager, its affiliates, or any of their respective directors, members, stockholders, partners, officers, employees or controlling persons (collectively, “Managing Parties”) shall be liable to the Series or the Company for (i) any act or omission performed or failed to be performed by any Managing Party (other than any criminal wrongdoing) arising from the exercise of such Managing Party’s rights or obligations hereunder, or for any losses, claims, costs, damages, or liabilities arising therefrom, in the absence of criminal wrongdoing, willful misfeasance or gross negligence on the part of such Managing Party, (ii) any tax liability imposed on the Series or the Series #TICKER Asset, or (iii) any losses due to the actions or omissions of the Series or any brokers or other current or former agents or advisers of the Series.

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