Common use of By Licensee Clause in Contracts

By Licensee. Licensee shall indemnify, defend, and hold harmless Licensor, its affiliates, officers, directors, employees, agents, and representatives against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) arising out of or in connection with any third-party claim, suit, action, or proceeding relating to: (a) any breach of this Agreement by Licensee; or (b) any alleged action, or failure to act, on the part of Licensee.

By Licensee. Licensee shall agrees to defend, indemnify, defend, and hold harmless Licensor, Licensor and its affiliatesdirectors, officers, directors, employees, agents, employees and representatives agents ("Licensor Parties") against all losses, liabilities, claims, damages, actionscosts, expenses, settlements, judgments, fines, penalties, expenses, or costs liabilities and fees (including court attorneys' fees and litigation costs and reasonable attorneys’ feesexpenses) (“Losses”"Damages") incurred by any Licensor Parties based upon, arising out of or in connection with relating to any third-party claim, suit, action, suit or proceeding relating to: brought by third parties (a"Action") any as a result of a breach of this Agreement by Licensee; or (b) any alleged action, or failure to act, on the part of Licensee.

By Licensee. Licensee shall indemnify, defend, indemnify and hold harmless LicensorLicensor and its Related Parties, its affiliates, officers, directors, employees, agents, and representatives against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) Losses to the extent arising out of or in connection with any third-party claim, suit, action, actual or proceeding relating to: (a) any breach of this Agreement by Licensee; threatened Actions instituted or (b) any alleged action, asserted against Licensor or failure to act, on the part its Related Parties arising out of Licensee’s or its Sublicensees’ use or sublicense of the Licensed Marks. Licensor shall reasonably cooperate in the defense of such claim at Licensee’s expense. Licensor may participate in any such claim at its own expense with counsel of its choosing.

By Licensee. Licensee shall defend, indemnify, defend, protect and hold harmless Licensor, Licensor and its affiliates, officers, directors, employees, agents, directors and representatives employees harmless against any and all losses, liabilities, claims, damages, actionslosses, fines, penalties, expenses, costs or costs other expenses (including court costs and reasonable attorneys’ fees) (“Losses”) arising that arise directly or indirectly out of or in connection with any third-party claim, suit, action, or proceeding relating to: (a) from any breach of this Agreement by Licensee; Licensee or (b) any alleged actionthe use or modification of the Technology, the Process or failure the Intellectual Property Rights by Licensee or by others to act, on the part of Licenseewhom Licensee has provided access thereto.

By Licensee. Licensee shall defend, indemnify, defend, protect and hold harmless Licensor, Licensor and its affiliates, officers, directors, employees, agents, directors and representatives employees harmless against any and all losses, liabilities, claims, damages, actionslosses, fines, penalties, expenses, costs or costs other expenses (including court costs and reasonable attorneys’ fees) (“Losses”) arising that arise directly or indirectly out of or in connection with any third-party claim, suit, action, or proceeding relating to: (a) from any breach of this Agreement by Licensee; Licensee or (b) any alleged actionthe modification of the Technical Data, Licensor Proprietary Data and/or the License Support Documents by Licensee or failure by others to act, on the part of Licenseewhom Licensee has provided access thereto.

By Licensee. Licensee shall indemnifyshall, at its own expense, defend, indemnify, and hold harmless Licensor, Licensor and its affiliatesdirectors, officers, directors, employees, agents, successors and representatives assigns (the "Licensor Indemnified Parties") from and against any and all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) arising out Damages incurred by any Licensor Indemnified Party as a result of or in connection with any third-party claimaction, suit, actionproceeding, demand, assessment or proceeding relating to: (a) any judgment which, if true would constitute a breach of this Agreement by Licensee; or (b) any alleged action, or failure to act, on the part of Licensee's obligations hereunder. XII. [RESERVED].

By Licensee. Licensee shall indemnify, defend, and hold harmless Licensor and its Affiliates, and each of Licensor, ’s and its affiliates, Affiliates’ respective officers, directors, employees, agents, and representatives agents against all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) Losses resulting from any Third-Party Claim arising out of or in connection with any third-party claimbodily injury, suit, actiondeath of any person, or proceeding relating to: (a) any breach damage to real or tangible personal property caused by use of this Agreement the Licensed Technology by Licensee; or (b) any alleged action, or failure to act, on the part of Licensee.

By Licensee. Licensee shall agrees to defend, indemnify, defend, and hold harmless Licensor, its affiliatesparent, subsidiary, and affiliated companies, and their respective directors, officers, directorsand employees (collectively, employees, agents, and representatives against the “Licensor Indemnitees”) from all losses, liabilities, claims, damages, actionsand expenses (including, fineswithout limitation, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) asserted against such Licensor Indemnitees by third parties arising out from or related to the Licensee’s use of or in connection with any the Licensed Property, except to the extent such third-party claim, suit, action, claim arises from the acts or proceeding relating to: (a) omissions of any breach of this Agreement by Licensee; or (b) any alleged action, or failure to act, on the part of LicenseeLicensor Indemnitee.

By Licensee. Licensee shall indemnify, defend, defend and hold harmless Licensor, its affiliatesAffiliates and their respective directors, officers, directorsshareholders, employees, agents, successors and representatives against assigns from all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) Damages arising out of or in connection with any third-party claim, suit, action, or proceeding relating to: from (a) any breach Claim to the extent such Claim is attributable to the joint, concurrent or sole negligence, gross negligence, or willful misconduct or strict liability of this Agreement by Licensee; , or its agents, employees, representatives, contractors or other Persons acting or engaged by, through or under Licensee, and (b) any alleged action, or failure to act, on the part material breach by Licensee of Licenseeany provision of this Agreement.

By Licensee. Licensee shall agrees to indemnify, defend, defend and hold harmless ----------- Licensor, including its affiliates, officers, directors, employees, agents, and representatives affiliates, harmless from and against any and all lossespayments, liabilitiesdamages, demands, claims, damages, actions, fines, penaltieslosses, expenses, or costs costs, obligations and liabilities (including court costs reasonable attorney's fees and reasonable attorneys’ fees) (“Losses”) arising costs), which arise out of, result from or are related to the breach by Licensee of any representation, warranty or covenant contained in connection with any third-party claim, suit, action, or proceeding relating to: (a) any breach of this Agreement by Licensee; or (b) any alleged action, or failure to act, on the part of LicenseeAgreement.

By Licensee. Licensee shall indemnify, defend, defend and hold harmless ----------- Licensor, its affiliatesAffiliates and their respective directors, officers, directorsshareholders, employees, agents, successors and representatives against assigns from all losses, liabilities, claims, damages, actions, fines, penalties, expenses, or costs (including court costs and reasonable attorneys’ fees) (“Losses”) Damages arising out of or in connection with any third-party claim, suit, action, or proceeding relating to: from (a) any breach Claim to the extent such Claim is attributable to the joint, concurrent or sole negligence, gross negligence, or willful misconduct or strict liability of this Agreement by Licensee; , or its agents, employees, representatives, contractors or other Persons acting or engaged by, through or under Licensee, and (b) any alleged action, or failure to act, on the part material breach by Licensee of Licenseeany provision of this Agreement.