By ICANN Sample Clauses

By ICANN. ICANN will indemnify, defend and hold harmless the IETF Trust, its Affiliates, employees and trustees (“Trust Indemnitees”) from and against any and all Third Party Claims and associated Liability to the extent arising directly or indirectly from (a) ICANN’s material breach of any of its representations, warranties or agreements set forth herein, or (b) ICANN’s or any of its licensee’s use of the Assigned Intellectual Property, and the conduct of any business or other activity by ICANN or its licensees under or using the Assigned Intellectual Property, prior to the Effective Date, or (c) the IETF Trust’s or any of its licensees’ (other than ICANN or any of its Affiliates or sublicensees) use of the Assigned Intellectual Property, and the conduct of any business or other activity by the IETF Trust or such licensees under or using the Assigned Intellectual Property, after the Effective Date, which use is of the same scope and nature as ICANN’s or its Affiliates’ or licensees’ use prior to the Effective Date (including location and class of service). Notwithstanding the forgoing, ICANN’s indemnity obligation with respect to clause 6.1(c) above shall have a duration of only three (3) years from the Effective Date.

By ICANN. ICANN MAY TERMINATE THIS AGREEMENT IF AND ONLY IF: (I) REGISTRY OPERATOR FAILS TO CURE ANY FUNDAMENTAL AND MATERIAL BREACH OF REGISTRY OPERATOR’S OBLIGATIONS SET FORTH IN SECTIONS 3.1(A), (B), (D) OR (E); SECTION 5.2 OR SECTION 7.3 WITHIN THIRTY CALENDAR DAYS AFTER ICANN GIVES REGISTRY OPERATOR WRITTEN NOTICE OF THE BREACH, WHICH NOTICE SHALL INCLUDE WITH SPECIFICITY THE DETAILS OF THE ALLEGED BREACH; AND (II) (A) AN ARBITRATOR OR COURT HAS FINALLY DETERMINED THAT REGISTRY OPERATOR IS, OR WAS, IN FUNDAMENTAL AND MATERIAL BREACH AND FAILED TO CURE SUCH BREACH WITHIN THE PRESCRIBED TIME PERIOD AND