Licensor’s Indemnity. Licensor will indemnify and save Licensee harmless from and against any and all reasonably foreseeable claims, causes of action, damages, awards, actions, suits, proceedings, demands, assessments, judgments, as well as any and all costs and legal and other expenses incidental to the foregoing, arising out of:
Licensor’s Indemnity. Licensor shall pay and indemnify Licensee and each Subsidiary from and against all Damages which are solely attributable to use of the Licensed Marks by Licensor and licensees other than Licensee.
Licensor’s Indemnity. Licensor shall indemnify and hold harmless Licensee, each Operating Subsidiary and each of their respective owners, directors, officers, members, partners, shareholders, affiliates, employees, insurers, successors and assigns (collectively, the “Licensee Parties”) from any and all losses, liabilities, damages, fines, judgments, settlements, costs and expenses to the extent arising out of any third party claims or suits brought or made against Licensee alleging the use by Licensee of the Licensed Property as authorized by Licensor pursuant to this Agreement infringes third party intellectual property rights (a “Covered Claim”). Notwithstanding the foregoing, in no event shall Licensor have any obligations or liability under this Section 5.4 to the extent such Covered Claim is caused by or results from: (a) any items covered by Licensee’s indemnification obligations under Section 5.5; (b) Licensee’s modifications to the Licensed Property, which were conducted by the Licensee without the Licensor’s prior written approval; (c) Licensee’s combination or use (or any combination or use of the Licensed Property with any products, services, or other intellectual property of any kind not provided by Licensor; (d) Licensee’s or any of its affiliates’ (including, but not limited to, each Operating Subsidiary’s and each Branded Retail Store’s) unauthorized use of the Licensed Property; or (e) Licensee’s breach of this Agreement. Licensee shall provide Licensor with prompt written notice of any such Covered Claim and will provide reasonable cooperation and assistance to Licensor relative to any such Covered Claim. Licensor shall have the option to undertake and conduct the defense of any suit so brought. If Licensor undertakes such defense and Licensee nevertheless retains its own counsel to monitor such defense, Licensee shall be solely responsible for the fees and any other expenses related to such counsel.
Licensor’s Indemnity. Licensor shall indemnify, defend and hold harmless Licensee, its officers, directors, shareholders, employees, attorneys, accountants, parent and affiliate entities, agents and representatives against all damages, claims, liabilities, losses and other expenses, including without limitation reasonable attorney's fees and costs, whether or not a lawsuit or other proceeding is filed, that in any way arise out of or relate to (a) any dispute or claim that the Technology infringes upon or violates any third party's Intellectual Property Rights under the laws of any country, (b) the negligent or willful acts or omissions of Licensor, and/or (c) Licensor's breach of any provision of this Agreement. Licensor shall have exclusive control over the settlement or defense of such claims or actions; provided, however, if Licensee determines that there would be a conflict of interest by Licensor's representation or such representation would otherwise adversely affect Licensee, Licensee has the right, at its expense, to participate and defend itself in such actions. Licensee shall give Licensor, at Licensor's expense, all information and assistance reasonably requested by Licensor to settle or defend such claims or actions. Licensor shall be entitled to retain all monetary proceeds, attorney's fees, costs and other rewards it receives as a result of defending or settling such claims. In the event Licensor fails to promptly indemnify and defend such claims and/or pay Licensee's expenses, as provided above, Licensee shall have the right to defend itself, and in that case, Licensor shall reimburse Licensee for all of its reasonable attorney's fees, costs and damages incurred in settling or defending such claims within thirty (30) days of each of Licensee's written requests. This Section 6.1 constitutes Licensor's exclusive liability for infringement or violation of any third party's Intellectual Property Rights.
Licensor’s Indemnity. (a) LICENSOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LICENSEE GROUP FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, DAMAGES, LOSSES, AND LIABILITY (INCLUDING WITHOUT LIMITATION LITIGATION COSTS AND REASONABLE ATTORNEYS’ FEES) ON ACCOUNT OF:
Licensor’s Indemnity. Subject to clauses 10.2 and 10.7, the Licensor indemnifies the Licensee against and will, at its cost, defend or settle any claim, suit, action or proceeding (collectively, an action) brought against the Licensee attributable to any breach of the warranty contained in clause 8.1 or a claim that the authorised use of the Data by the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property rights of a third party, provided that:
Licensor’s Indemnity. Licensors will defend, hold harmless and indemnify Licensee and each of its Affiliates, officers, directors, shareholders, employees, contractors, agents and representatives from and against any and all Losses and Expenses arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third party, whether based on contract, tort or otherwise, arising out of or in connection with (i) any breach of this Agreement by Licensors and (ii) the use of the Publisher Marks by Licensee in accordance with the terms of this Agreement.
Licensor’s Indemnity. Notwithstanding anything to the contrary contained in Section 21.A. above, Licensee shall not be required to protect, defend, save harmless or indemnify Licensor from any liability for injury, loss, accident or damage to any person or property resulting solely and directly from Licensors gross negligence or willful misconduct or that of Licensors agents or employees in connection with Licensors activities on or about the Premises, the Building or the Facility (including the common areas), Licensor hereby indemnifies and agrees to protect, defend and hold Licensee harmless from and against any liability for injury, loss, accident or damage to any person or property resulting solely and directly from Licensor's gross negligence or willful misconduct or that of Licensors agents and employees in connection with Licensors activities in or about the Building or the Facility. Such exclusion from Licensee's indemnity and such agreement by Licensor to so indemnify and hold Licensee harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Licensee pursuant to the provisions of this Lease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of gross negligence or willful misconduct of Licensor or those of its agents or employees.
Licensor’s Indemnity. Licensor shall at all times during the term of this Agreement and thereafter indemnify, defend and hold Licensee (and its directors, officers, employees, and Affiliates) harmless from and against any and all Damages incurred or suffered by Licensee (and its directors, officers, employees, and Affiliates) (excluding incidental or consequential Damages suffered or incurred by Licensee directly (as opposed to incidental or consequential Damages suffered or incurred by third parties who are, in turn, seeking the same from Licensee, which shall be covered by the indemnity set forth herein)) as a consequence of third party claims or actions based upon:
Licensor’s Indemnity. Subject to Section 7.14, to indemnify the Licensee, its agents, officers, directors, employees, contractors, parents, service providers, subsidiaries, successors and assigns (collectively, the “Licensee Indemnified Parties”) and save them harmless from and against all losses, claims, actions, damages, costs, liabilities and expenses (together the "Claims") in connection with loss of life, personal injury, damage to property (including any portion of the Building and its equipment, machinery, services, fixtures and Improvements) or any other loss or injury arising from or out of the conduct of any work by the Licensor, the provision of any service by the Licensor or any act or omission of the Licensor or those for whom the Licensor is at law responsible or by anyone permitted to be in the Building by the Licensor. If the Licensee is, without fault on its part, made a party to any litigation commenced by or against the Licensor, then the Licensor will protect, indemnify and hold the Licensee harmless and pay all expenses and reasonable legal fees incurred or paid by the Licensee in connection with such litigation.
