By Developer. Developer agrees to, and shall, indemnify, defend and hold harmless Fig and its Affiliates and their respective directors, shareholders, officers, agents, employees, successors and assigns, from and against any and all third-party claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' fees and expenses) and other liabilities (each, a “Claim”) to the extent arising from or in connection with (a) any allegation that, if true, would constitute a breach of any of the representations, warranties, undertakings or agreements made by Developer under this Agreement, (b) any Claim that the Licensed Game or any associated advertising or promotional content violates or infringes the intellectual property rights, or rights or privacy or publicity, of any third party; (c) any alleged violation by Developer, or any party engaged by Developer, of any law or regulation; or (d) any Claim based on any actual or alleged misstatement or omission in any filing made by Fig or any Affiliate of Fig with any regulatory authority, or any information provided to potential investors in Fig or such Affiliate with respect to the Licensed Game or this Agreement, in each case to the extent such misstatement or omission arises from information provided by Developer to Fig or any Affiliate of Fig. Developer shall bear full responsibility for the defense (including any settlements) of any such Claim, provided that Fig obtains Developer’s written approval to all such information provided in the filings with any regulatory authority or to potential investors, such approval to not be unreasonably withheld and in any and all cases to be communicated to Fig within forty-eight (48) hours of Developer’s receipt of the proposed information to be provided. For the avoidance of doubt, Developer’s obligations pursuant to this Section 8.1.1 apply without limitation in the case of Fig Sales as well as distribution by or for Developer.
Appears in 6 contracts
Samples: Revenue Sharing Agreement (Fig Publishing, Inc.), Fig Revenue Sharing Agreement (Fig Publishing, Inc.), Fig Revenue Sharing Agreement (Fig Publishing, Inc.)
By Developer. Developer agrees to, and shall, indemnify, defend and hold harmless Fig and its Affiliates and their respective directors, shareholders, officers, agents, employees, successors and assigns, from and against any and all third-party claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' ’ fees and expenses) and other liabilities (each, a “Claim”) to the extent arising from or in connection with (a) any allegation that, if true, would constitute a breach of any of the representations, warranties, undertakings or agreements made by Developer under this Agreement, (b) any Claim that the Licensed Game or any associated advertising or promotional content violates or infringes the intellectual property rights, or rights or privacy or publicity, of any third party; (c) any alleged violation by Developer, or any party engaged by DeveloperXxxxxxxxx, of any law or regulation; or (d) any Claim based on any actual or alleged misstatement or omission in any filing made by Fig or any Affiliate of Fig with any regulatory authorityRegulatory Authority, or any information provided to potential investors in Fig or such Affiliate with respect to the Licensed Game or this Agreement, in each case to the extent such misstatement or omission arises from information provided by Developer to Fig or any Affiliate of Fig. Developer shall bear full responsibility for the defense (including any settlements) of any such Claim, provided that Fig obtains Developer’s written approval to all such information provided in the filings with any regulatory authority or to potential investors, such approval to not be unreasonably withheld and in any and all cases to be communicated to Fig within forty-eight (48) hours of Developer’s receipt of the proposed information to be provided. For the avoidance of doubt, DeveloperXxxxxxxxx’s obligations pursuant to this Section 8.1.1 apply without limitation in the case of Fig Sales as well as distribution by or for Developer.
Appears in 2 contracts
Samples: Revenue Sharing Agreement (Fig Publishing, Inc.), Termination Agreement (Fig Publishing, Inc.)
By Developer. Developer agrees to, and shall, indemnify, defend and hold harmless Fig and its Affiliates and their respective directors, shareholders, officers, agents, employees, successors and assigns, from and against any and all third-party claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' ’ fees and expenses) and other liabilities (each, a “Claim”) to the extent arising from or in connection with (a) any allegation that, if true, would constitute a breach of any of the representations, warranties, undertakings or agreements made by Developer under this Agreement, (b) any Claim that the Licensed Game or any associated advertising or promotional content violates or infringes the intellectual property rights, or rights or privacy or publicity, of any third party; (c) any alleged violation by Developer, or any party engaged by Developer, of any law or regulation; or (d) any Claim based on any actual or alleged misstatement or omission in any filing made by Fig or any Affiliate of Fig with any regulatory authorityRegulatory Authority, or any information provided to potential investors in Fig or such Affiliate with respect to the Licensed Game or this Agreement, in each case to the extent such misstatement or omission arises from information provided by Developer to Fig or any Affiliate of Fig. Developer shall bear full responsibility for the defense (including any settlements) of any such Claim, provided that Fig obtains Developer’s written approval to all such information provided in the filings with any regulatory authority or to potential investors, such approval to not be unreasonably withheld and in any and all cases to be communicated to Fig within forty-eight (48) hours of Developer’s receipt of the proposed information to be provided. For the avoidance of doubt, Developer’s obligations pursuant to this Section 8.1.1 apply without limitation in the case of Fig Sales as well as distribution by or for Developer.
Appears in 2 contracts
Samples: Revenue Sharing Agreement (Fig Publishing, Inc.), Revenue Sharing Agreement (Fig Publishing, Inc.)
By Developer. Developer agrees to, and shall, indemnify, defend and hold harmless Fig and its Affiliates and their respective directors, shareholders, officers, agents, employees, successors and assigns, from and against any and all third-party claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' ’ fees and expenses) and other liabilities (each, a “Claim”) to the extent arising from or in connection with (a) any allegation that, if true, would constitute a breach of any of the representations, warranties, undertakings or agreements made by Developer under this Agreement, (b) any Claim that the Licensed Game or any associated advertising or promotional content violates or infringes the intellectual property rights, or rights or privacy or publicity, of any third party; (c) any alleged violation by Developer, or any party engaged by Developer, of any law or regulation; or (d) any Claim based on any actual or alleged misstatement or omission in any filing made by Fig or any Affiliate of Fig with any regulatory authority, or any information provided to potential investors in Fig or such Affiliate with respect to the Licensed Game or this Agreement, in each case to the extent such misstatement or omission arises from information provided by Developer to Fig or any Affiliate of Fig. Developer shall bear full responsibility for the defense (including any settlements) of any such Claim, provided that Fig obtains Developer’s written approval to all such information provided in the filings with any regulatory authority or to potential investors, such approval to not be unreasonably withheld and in any and all cases to be communicated to Fig within forty-eight (48) hours of Developer’s receipt of the proposed information to be provided. For the avoidance of doubt, Developer’s obligations pursuant to this Section 8.1.1 apply without limitation in the case of Fig Sales as well as distribution by or for Developer.
Appears in 2 contracts
Samples: Revenue Sharing Agreement (Fig Publishing, Inc.), Revenue Sharing Agreement (Fig Publishing, Inc.)
By Developer. Developer agrees to, and shall, indemnify, defend and hold harmless Fig and its Affiliates and their respective directors, shareholders, officers, agents, employees, successors and assigns, from and against any and all third-party claims, demands, suits, actions, judgments, damages, costs, losses, expenses (including reasonable attorneys' ’ fees and expenses) and other liabilities (each, a “Claim”) to the extent arising from or in connection with (a) any allegation that, if true, would constitute a breach of any of the representations, warranties, undertakings or agreements made by Developer under this Agreement, (b) any Claim that the Licensed Game or any associated advertising or promotional content violates or infringes the intellectual property rights, or rights or privacy or publicity, of any third party; (c) any alleged violation by Developer, or any party engaged by DeveloperXxxxxxxxx, of any law or regulation; or (d) any Claim based on any actual or alleged misstatement or omission in any filing made by Fig or any Affiliate of Fig with any regulatory authorityRegulatory Authority, or any information provided to potential investors in Fig or such Affiliate with respect to the Licensed Game or this Agreement, in each case to the extent such misstatement or omission arises from information as provided by Developer to Fig or any Affiliate of FigFig and used in accordance with the terms herein. Developer shall bear full responsibility for the defense (including any settlements) of any such Claim, provided that Fig obtains Developer’s written approval to all such information provided in the filings with any regulatory authority or to potential investors, such approval to not be unreasonably withheld and in any and all cases to be communicated to Fig within forty-eight (48) hours of Developer’s receipt of the proposed information to be provided. For the avoidance of doubt, DeveloperXxxxxxxxx’s obligations pursuant to this Section 8.1.1 apply without limitation in the case of Fig Sales as well as distribution by or for Developer, except to the extent subject to Fig’s indemnity obligations hereunder. By Fig. Fig hereby agrees to indemnify, defend, and hold Developer and its and its Affiliates and their respective directors, shareholders, officers, agents, employees, successors and assigns, from and against any and all, or on account of, or related to any third-party claims arising out of (a) any breach by Fig of its obligations, representations and warranties in this Agreement, or allegations that, if true, would constitute such a breach by Fig, (b) Fig’s activities in connection with this Agreement.
Appears in 1 contract
