Common use of By Licensee Clause in Contracts

By Licensee. To the extent Licensee’s performance of its obligations set forth in this Section 6.1 will neither result in excise tax penalties under Chapter 42 of the Code nor otherwise be reasonably likely to negatively impact the tax exempt status of Licensee, Licensee shall defend, indemnify and save harmless UL, its Affiliates, and its and their respective members, trustees, officers, directors, employees, agents, successors and assigns from and against any Losses to the extent arising out of or resulting from any third Person claim based upon or relating to: (a) any breach by Licensee of any of the agreements, terms, covenants or conditions of this Agreement to be performed by Licensee or any breach of any representation or warranty made by Licensee in this Agreement; (b) use of the New Brand Assets, but only to the extent of the New Elements added to the initial Licensed Brand Assets by Licensee as permitted hereunder; (c) any unauthorized use of any Licensed Brand Assets hereunder; (d) any act or omission by a Sublicensee that would constitute a breach of this Agreement if such act or omission were by Licensee; and/or (e) any fraud, gross negligence, willful misconduct or willful omission of Licensee.