Indemnification by the Licensor. In order to induce the Licensee to enter into and perform this Agreement, the Licensor does hereby indemnify, protect, defend and save and hold harmless the Licensee and each of its members, affiliates, officers, managers, control persons, employees, attorneys, agents, partners and trustees and personal representatives of any of the foregoing (“Indemnified Parties”), from and against any loss resulting to any of them from any material loss, liability, cost, damage, or expense which the Indemnified Parties may suffer, sustain or incur arising out of or due to a breach by the Licensor of the representations, warranties and covenants set forth in Article “9” of this Agreement or in any documents delivered pursuant hereto, or of a breach by the Licensor of any of its obligations pursuant to this Agreement or in any documents delivered pursuant hereto.
Indemnification by the Licensor. Company shall indemnify and hold the MA free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by The Licensor or failure of The Licensor to provide any products to a customer that has been properly ordered through The MA.
Indemnification by the Licensor. Company shall indemnify and hold the S/A free and harmless from any and all claims, damages or lawsuits (including reasonable attorneys' fees) arising out of defects in the Products caused by The Licensor or Licensee or failure of The Licensor or Licensee to provide any products to a customer that has been properly ordered through The S/A.
Indemnification by the Licensor. The Licensors shall, jointly and severally, indemnify, defend and save harmless the Licensee from and against any and all Loss suffered or incurred by the Licensee arising out of or in connection with:
Indemnification by the Licensor. The Licensor will indemnify and hold harmless the Licensee, and its representatives, members, employees or subsidiaries (each a “the Licensee Indemnified Person” and collectively, the “the Licensee Indemnified Persons”), and will reimburse the Licensee Indemnified Persons for any loss, liability, claim, judgment, cause of action, damage, expense (including costs of investigation and defense and reasonable attorneys’ fees and expenses) or diminution of value, whether or not involving a third-party claim (collectively, “Damages”), arising from or in connection with:
Indemnification by the Licensor. The Licensor agrees to indemnify ------------------------------- and hold harmless JRT and JRC against and in respect to all damages (as hereinafter defined) in excess of $500.00. Damages, as used herein shall include any claim, salary, wage, action, tax, demand, loss, cost, expense, liability (joint or several), penalty, and other damage, including, without limitation, counsel fees and other costs and expenses reasonably incurred in investigating or attempting to avoid same or in opposition to the imposition thereof, or in enforcing this indemnity, resulting to JRT and JRC from any inaccurate representation made by or on behalf of the Licensor in or pursuant to this Agreement, breach of any of the warranties made by or on behalf of the Licensor in or pursuant to this Agreement, or breach or default in the performance by the Licensor of any of the obligations to be performed by them hereunder. Hereunder, JRC shall determine whether JRT or JRC is entitled to be indemnified and such determination shall be binding on the Licensor. Notwithstanding anything contained in this Agreement to the contrary, the right to indemnification described in this paragraph shall expire one year after the Closing hereunder, except in the case of the proven fraud by the Licensor hereunder as determined by a court of competent jurisdiction in connection with any such claim for indemnification, in which event such right to indemnification shall expire one year after the discovery of such fraud.
Indemnification by the Licensor. The Licensor will indemnify and hold the Licensee, its affiliates and their respective officers, directors, employees, successors and permitted assigns, harmless from and against any Losses arising out of, relating to or incurred as a result of any Claims that result in whole or in part from: (i) any failure by the Licensor to perform its obligations under this Agreement; (ii) the breach or inaccuracy of a representation or warranty made by the Licensor under this Agreement; and (iii) the negligence or willful misconduct of the Licensor in the performance of its obligations under this Agreement.
Indemnification by the Licensor. The Licensor shall indemnify and hold the Distributor and each of its affiliates and/or their respective directors, officers, employees, representatives and agents (the “Distributor Indemnified Parties”) harmless from and against all Losses arising from (i) the Licensor’s breach or violation of any of the representations, warranties, covenants or obligations of the Licensor contained in this Distributorship Agreement; (ii) the Licensor’s negligent acts or omissions, willful misconduct, or other wrongdoing, including, without limitation, any third party claims or suits brought against any of the Distributor Indemnified Parties arising from the Licensor’s manufacturing, production, labeling, shipping, storing or handling of the Product, including any actual or alleged defect in the design, manufacture or packing of the Products, existing at the time of delivery; or (iii) any actual or alleged infringement of third parties’ rights resulting from the Distributor’s authorized use of the trade names, trademarks, advertising symbols, copyrighted materials and any other tangible or intangible right property rights relating to the Products and licensed to the Distributor by the Licensor under this Distributorship Agreement. Notwithstanding the foregoing, the Licensor shall not be obligated to indemnify the Distributor Indemnified Parties for any Losses for which the Distributor is obligated to indemnify the Licensor Indemnified Parties under the terms of this Distributorship Agreement.
Indemnification by the Licensor. The Licensor shall jointly and severally defend, indemnify and hold the Licensee harmless from any and all claims, liabilities, judgments, penalties, losses, costs, damages and expenses (including reasonable legal and professional fees whether or not litigation is instituted) suffered or incurred by Licensee by reason of any breach by the Licensor of their representations, covenants or warranties under this Agreement, or by reason of any third party claims for negligence, personal injury, death or property damage arising out of the use of Taiwan Fast Plant Propagation Technology or by reason of infringement by Taiwan Fast Plant Propagation Technology of third party intellectual property rights.
Indemnification by the Licensor. The Licensor will indemnify and save the Host Society and its directors, employees, agents, volunteers and independent contractors (the “Host Society Indemnified Persons”) harmless from and against any and all actions, proceedings, claims, demands, losses, liabilities, debts, costs and damages including, without limitation, with respect to loss of life, personal injury or damage to property, that may be brought against or suffered by the Host Society Indemnified Persons or that they may sustain, pay or incur that are attributable to the willful misconduct or negligent actions or omissions of the Licensor in relation to this Agreement, except to the extent that such actions, proceedings, claims, demands, losses, liabilities, debts, costs or damages are the result of misrepresentation or negligence by the Host Society Indemnified Persons, or any breach of contract by the Host Society Indemnified Persons.
