Common use of Indemnification by Licensor Clause in Contracts

Indemnification by Licensor. Licensor agrees to hold harmless, defend and indemnify each of Licensee and its officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, from and against any liability, claims, demands, actions, costs, expenses, including reasonable attorneys’ fees, or causes of action whatsoever (collectively, “Claims”) arising on account of:

Appears in 4 contracts

Samples: License Agreement (National Quality Care Inc), License Agreement (Xcorporeal, Inc.), License Agreement (Xcorporeal, Inc.)

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Indemnification by Licensor. Licensor agrees to shall, at its own expense, indemnify, defend, and hold harmless, defend and indemnify each of harmless Licensee and its affiliates, and their respective officers, directors, shareholders, employees, members, partners, managers, attorneys employees and agentsrepresentatives, from and against any claim, demand, cause of action, liability, claims, demands, actions, expense (including attorney’s fees and costs, expenses, including reasonable attorneys’ fees), or causes of action whatsoever (collectively, “Claims”) damages to the extent arising on account offrom a third party claim with respect to:

Appears in 3 contracts

Samples: Acquisition Agreement (Imation Corp), Sublicense Agreement (Imation Corp), Sublicense Agreement (Imation Corp)

Indemnification by Licensor. Licensor agrees to hold harmlessshall indemnify, defend and indemnify each of hold harmless Licensee and its officersAffiliates and Sub-licensees, directors, shareholders, and each of their respective employees, members, partnersofficers, managersdirectors and agents (each, attorneys and agents, a "Licensee Indemnitee") from and against any liabilityand all Losses resulting from, claims, demands, actions, costs, expenses, including reasonable attorneys’ feesarising out of, or causes of action whatsoever (collectively, “Claims”) arising on account ofrelating to:

Appears in 2 contracts

Samples: License and Research Agreement (Nugenerex Immuno-Oncology, Inc.), License and Research Agreement (Generex Biotechnology Corp)

Indemnification by Licensor. Licensor agrees to will indemnify and hold harmlessharmless Licensee, defend its affiliates and indemnify each all officers, directors, employees, stockholders, partners and agents of Licensee and its officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, affiliates from and against any liability, claims, demands, actions, costs, expenses, including reasonable attorneys’ fees, and all Damages arising from any and all Claims relating to or causes of action whatsoever (collectively, “Claims”) arising on account out of:

Appears in 2 contracts

Samples: Master Terms and Conditions Capacity License Agreement (Time Warner Telecom LLC), Master Terms and Conditions Capacity License Agreement (Time Warner Telecom LLC)

Indemnification by Licensor. Licensor agrees to shall, at its own expense, indemnify, defend, and hold harmless, defend and indemnify each of harmless Licensee and its affiliates, and their respective officers, directors, shareholders, employees, members, partners, managers, attorneys employees and agentsrepresentatives, from and against any claim, demand, cause of action, liability, claims, demands, actions, expense (including attorney’s fees and costs, expenses, including reasonable attorneys’ fees), or causes of action whatsoever (collectively, “Claims”) damages to the extent arising on account offrom a third-party claim with respect to:

Appears in 2 contracts

Samples: Distribution and License Agreement (Activecare, Inc.), Distribution and License Agreement (Remote MDX Inc)

Indemnification by Licensor. Licensor agrees to at all times shall defend, indemnify, and hold harmless, defend and indemnify each of harmless Licensee and its officersAffiliates, directors, shareholders, and its and their employees, membersagents, partnerssuccessors, managers, attorneys and agentsassigns, from and against any liability, all claims, demands, actions, costsdamages and losses, liabilities, and expenses, including reasonable attorneys’ fees, arising out of, or causes caused by any breach of action whatsoever (collectivelyany of the representations, “Claims”) arising on account of:warranties, covenants, undertakings, and agreements made by Licensor hereunder.

Appears in 2 contracts

Samples: License Agreement (Chosen, LLC), License Agreement (Chosen, LLC)

Indemnification by Licensor. The Licensor agrees to defend, indemnify and hold harmless, defend and indemnify each of the Licensee and its officers, directors, shareholders, employees, members, partners, managers, attorneys agents and agents, employees harmless from and against any liability, and all claims, demands, liabilities, actions, costsjudgments, and expenses, including reasonable attorneys' fees, arising out of or causes of action whatsoever (collectively, “Claims”) arising on account ofrelated to:

Appears in 2 contracts

Samples: Sublicense Agreement (Entrade Inc), Master Software License Agreement (Entrade Inc)

Indemnification by Licensor. Licensor agrees to indemnify, defend, and hold harmless, defend and indemnify each of Licensee and its officers, directors, shareholdersofficers, employees, members, partners, managers, attorneys representatives and agents, agents harmless from and against any liabilityand all claims (including those for personal injury or death), claimslosses, demandsdamages, actionsobligations, costs, expenses, liabilities and costs (including reasonable attorneys’ fees, or causes and other professional fees and other costs of action whatsoever (collectively, “Claims”litigation) arising on account of:out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensor in performance of its obligations under this Agreement.

Appears in 2 contracts

Samples: Technology License Agreement (Open Energy Corp), Technology License Agreement (Barnabus Energy, Inc.)

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Indemnification by Licensor. Licensor agrees to at all times shall defend, indemnify, and hold harmless, defend and indemnify each of harmless Licensee and its officersAffiliates, directors, shareholders, and its and their employees, membersagents, partnerssuccessors, managers, attorneys and agentsassigns, from and against any liability, all claims, demands, actions, costsdamages and losses, liabilities, and expenses, including including, without limitation, reasonable attorneys’ fees, arising out of, or causes caused by any breach of action whatsoever (collectivelyany of the representations, “Claims”) arising on account of:warranties, covenants, undertakings, and agreements made by Licensor hereunder.

Appears in 1 contract

Samples: Demand License Agreement (Angel Studios, Inc.)

Indemnification by Licensor. Licensor agrees to shall indemnify, defend, and hold harmless, defend and indemnify each of harmless Licensee and its Affiliates, and each of Licensee's and its Affiliates' respective officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, successors, and assigns (each, a "Licensee Indemnified Party") from and against all Losses arising out of or resulting from any liability, claims, demands, actions, costs, expenses, including reasonable attorneys’ fees, or causes of action whatsoever (collectively, “Claims”) arising on account ofIndemnified Claim relating to:

Appears in 1 contract

Samples: Commercial License Agreement (MGO Global Inc.)

Indemnification by Licensor. Licensor agrees to hold harmlesswill at all times, during and after the Term, indemnify, defend and indemnify each of Licensee hold harmless Licensee, its Affiliates, and its Sublicensees and their respective directors, officers, directors, shareholders, employees, members, partners, managers, attorneys employees and agents, from and agents against any liability, and all claims, demands, actions, costs, expensesand liabilities, including reasonable attorneys’ feesfees and costs, arising out of or causes resulting from Table of action whatsoever (collectively, “Claims”) arising on account of:Contents

Appears in 1 contract

Samples: License Agreement (Ribapharm Inc)

Indemnification by Licensor. Licensor agrees to shall indemnify and hold harmless, defend and indemnify each of Licensee and its affiliates, officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, agents harmless from and against any and all liability, claimsdamage, demandsloss, actions, costs, expenses, cost (including reasonable attorneys’ fees, or causes of action whatsoever ) and expenses related to any third-party claims (collectively, ClaimsLosses”) to the extent arising on account offrom or in connection with:

Appears in 1 contract

Samples: License Agreement (Ligand Pharmaceuticals Inc)

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