By GreenLight Sample Clauses

By GreenLight. Subject to the terms and conditions of this Agreement, GreenLight hereby grants to Acuitas a worldwide, non-exclusive, royalty-free license under the GreenLight Technology, solely to the extent needed to enable Acuitas to perform its activities set forth in the Workplan and for no other purpose. The foregoing license shall not include the right to grant sublicenses, except to Permitted Subcontractors in accordance with Section 3.1(i).

By GreenLight. Greenlight represents and warrants that (i) it has the right, power and authority to enter into this Agreement and to perform all of its obligations hereunder; (ii) it has the right to grant to licenses granted by it hereunder; (iii) it has all rights necessary to create and/or host the Greenlight Site and display the content thereof to users; and (iv) no Greenlight Brand Feature, material, product, information, data or service produced, distributed, offered or provided by Greenlight, including, without limitation, the online sale of new automobiles, or any material presented on any site on the Internet produced, maintained, or published by Greenlight, will infringe in any manner any copyright, patent, trademark, trade secret or any other intellectual property right of any third party, will be or contain any material or information that is obscene, defamatory, libelous, slanderous, or that violates any law or regulation, will be negligently performed, or will otherwise violate or breach any duty toward, or rights of any person or entity, including, without limitation, rights of publicity, privacy or personality, or will otherwise result in any consumer fraud, product liability, tort, breach of contract, injury, damage or harm of any kind to any person or entity. Greenlight, at its own expense, will indemnify, defend and hold harmless AutoTrader and its employees, representatives, agents and affiliates, against any claim, suit, action, or other proceeding brought against AutoTrader based on or arising from a claim that is based on or would constitute a breach of any of the foregoing warranties; provided, however, that in any such case: (a) AutoTrader provides Greenlight with prompt notice of any such claim and (b) AutoTrader permits Greenlight to assume and control the defense of such action upon Greenlight's written acknowledgment of the obligation to indemnify. Greenlight will not enter into any settlement or compromise of any such claim without AutoTrader's prior written consent, which shall not be unreasonably withheld. Greenlight will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by AutoTrader in connection with or arising from any such claim, suit, action or proceeding.