Common use of REPRESENTATIONS; INDEMNIFICATION Clause in Contracts

REPRESENTATIONS; INDEMNIFICATION. 8.1. Each party represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) it has the full right, power and authority to enter into and perform its obligations under this ▇▇▇▇. 8.2. Each party shall indemnify, defend and hold harmless the other party (and its respective officers and employees) from and against any and all costs, damages, expenses, and losses (including reasonable attorney fees and costs) arising out of a third party claim, suit, action or proceeding (“Claim”) due to (a) any breach of this ▇▇▇▇ by the other party; (b) any misrepresentation, fraud, negligence or willful misconduct of the other party under this ▇▇▇▇, or (c) with respect to the Company as the indemnifying party, a Claim for alleged breach by the Platform of third party’s IP. 8.3. In the event that either party becomes aware of any such Claim, it shall promptly notify the other party and the indemnifying party will be entitled to participate and assume the defense of such Claim at its sole cost and expense, provided however that, (a) the indemnifying party shall not, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim; (b) the indemnified party may participate in and observe the proceedings with its counsel at its own cost and expense, and the parties shall reasonably cooperate and provide each other with assistance, information and authority reasonably required for the defense and settlement of the Claim.

REPRESENTATIONS; INDEMNIFICATION. 8.1. Each party represents and warrants that (a) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation; (b) it has the full right, power and authority to enter into and perform its obligations under this ▇▇▇▇. 8.2. Each party shall indemnify, defend and hold harmless the other party (and its respective officers and employees) from and against any and all costs, damages, expenses, and losses (including reasonable attorney fees and costs) arising out of a third party claim, suit, action or proceeding (“Claim”) due to to (a) any breach of this ▇▇▇▇ by the other party; (b) any misrepresentation, fraud, negligence or willful misconduct of the other party under this ▇▇▇▇, or (c) with respect to the Company as the indemnifying party, a Claim for alleged breach by the Platform of third party’s IP. 8.3. In the event that either party becomes aware of any such Claim, it shall promptly notify the other party and the indemnifying party will be entitled to participate and assume the defense of such Claim at its sole cost and expense, provided however that, (a) the indemnifying party shall not, without the prior written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed, settle, compromise or consent to the entry of any judgment in any pending or threatened Claim; ; (b) the indemnified party may participate in and observe the proceedings with its counsel at its own cost and expense, and the parties shall reasonably cooperate and provide each other with assistance, information and authority reasonably required for the defense and settlement of the Claim.