Licensee Indemnity definition

Licensee Indemnity. If Licensee's use of the Image(s) is not authorized by this Agreement, Licensee shall defend, indemnify, and hold Xxxx Look Photography and its parent, subsidiaries, and commonly owned or controlled affiliates and their respective officers, directors, and employees harmless from all damages, liabilities, and expenses (including reasonable attorneys' fees and costs), arising out of or connected with any actual or threatened lawsuit, claim, or legal proceeding relating to the use of such Image(s) by Licensee, to the extent that such claim relates to the absence of a release or the Licensee's unauthorized use of the Image(s).

Examples of Licensee Indemnity in a sentence

• The two TPMs exchange only single bits for the whole syn- chronization process, but we use headers for communication, where hundreds of bits are only overhead.

• Subject to the limitations and exceptions set forth in this Section 5.2 and in Section 6.3 ("Limitation of Liability; Licensee Indemnity"), SWI warrants for a period of thirty (30) days from the Effective Date that the SWI Software, and if properly installed by Licensee in accordance with SWI's published instructions, will substantially conform to the specifications in the Documentation and that the media on which the software is delivered will be free of defects.

• Licensee shall reimburse LS&Co. in accordance with the Licensee Indemnity requirements of the Agreement.

• Page 137.8 Licensee Indemnity: Without limiting clause 17.3, the Licensee indemnifies the Licensor against all claims suffered or incurred by the Licensor and caused by or arising out of anything done or omitted by the Licensee or the Licensee's employees, agents and contractors during the Project.

• The obligations of a party (“Indemnitor”) under Sections 6.1 (Cadence Indemnity) and 6.2 (Licensee Indemnity) are subject to the other party (i) giving prompt written notice of the claim; (ii) allowing Indemnitor to control the defense and settlement of such claim; and (iii) cooperating with, and providing all reasonable assistance and information to, Indemnitor in connection with defense and settlement of the claim.

• Licensee Indemnity: Licensee agrees to defend, indemnify and hold GIW and its parent, subsidiaries and commonly owned or controlled affiliates and their respective officers, directors and employees harmless from all damages, liabilities and expenses (including reasonable attorneys' fees and costs), arising out of or as a result of claims by third parties relating to Licensee's use of any Content(s) outside the scope of this Agreement or any other breach by Licensee of this Agreement.

• The rights granted to Axys under this Section 8.1 (Licensee Indemnity) shall be Axys' sole and exclusive remedy and Licensee's sole obligation for any such third party claim.

• Licensee shall indemnify, hold harmless and, at Logi Analytics’ option, defend Logi Analytics from and against all losses, costs and expenses (including reasonable attorneys’ fees), damages and liabilities resulting from any claim by any third party arising from or in connection with any Licensee Indemnity Responsibilities.

• Sections 4 (License Fee), 6 (Proprietary Rights and Xxxxxxxxxxxxx), 0 (Intellectual Property Indemnity), 9 (Warranty and Disclaimer), 10 (Limitation of Liability), 11 (Licensee Indemnity) and Section II (General) shall survive termination of this Agreement.