Common use of By Licensor Clause in Contracts

By Licensor. Licensor will indemnify and hold harmless Licensee and its and members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement. Notwithstanding the foregoing any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

By Licensor. Licensor will indemnify and hold harmless Licensee Licensee, and its and respective members, managers, directors, officers, shareholders, employees, agents, representatives and affiliates Affiliates (collectively, the "Licensee Indemnified Parties"), on an After Tax Basis, from and against all claims, losses, damages (including loss of profits and consequential damages awarded to unrelated third parties, if any, but excluding loss of profits and consequential damages otherwise suffered by the Licensee Indemnified Parties), expenses, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by the Licensee Indemnified Parties arising from Licensor's breach of any obligation, representation or warranty contained in this Agreement, including any Losses resulting from any claim of infringement or misappropriation relating to Licensee's authorized use of the Trademarks, but excluding any Losses resulting from the use of any Trademark in a country where Licensor has not obtained a trademark registration relating to the Media, does not have a pending application for such registration or where a pending application is not sufficient, under the laws of such country, to permit the grant of licensed rights hereunder. Notwithstanding the foregoing foregoing, any claims for indemnification that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) 9.1 will exclude claims based on information known by Lifford BMI (or its Affiliates, including Bloomfield) as of the Funding Date Date, whether or not such information formed the basis of the issues raised by Bloomfield BMI during Due Diligence (as defined in the Operating Agreement) and whether or not asserted prior to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of or proof in establishing the validity and amount of the claim, claims and Licensor will have the burden of or proof in establishing any defense to such claim, including but not limited to, to a defense asserted by Licensor that Lifford BMI (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Program.

By Licensor. Licensor represents and warrants that, except as set forth in the Schedules hereto: (i) it is duly authorized to enter into the transactions contemplated by this Agreement; (ii) this Agreement is a valid and binding obligation of Licensor, enforceable against it in accordance with its terms; (iii) the performance of Licensor's obligations hereunder does not violate any agreement, law, rule, or regulation binding on Licensor or Licensor's charter documents; (iv) subject to Section 7.4, it has, and will indemnify continue to have, all rights in and hold harmless Licensee to the Existing Library Programs, Output Programs and Wallpaper necessary to fulfill its obligations hereunder (except that with respect to the Existing Library, no such representation is made as to any program not listed on Schedules 2.1(a)-1, 2.1 (a) 2 and members, managers, directors, officers, shareholders, employees, agents, representatives 2.1(a)-3); (v) except for the license between Licensor and affiliates (collectivelythird parties which Licensor is assigning to Licensee, the "Existing Library Programs, Output Programs and Wallpaper are not subject to licenses which conflict with the rights granted herein, and the use thereof by Licensee Indemnified Parties")as contemplated herein will not infringe upon the copyright, on an After Tax Basisliterary or dramatic right or right of privacy of any third party or constitute a libel or slander of any third party; (vi) the licenses between Licensor and third parties which Licensor is assigning to Licensee are assignable, from valid and against all claimsenforceable, losses, damages (including loss of profits and consequential damages awarded to unrelated third partiesthat the licensees under such licenses have not pre-paid the license fees, if any, but excluding loss due thereunder (except in accordance with the terms of profits and consequential damages otherwise suffered by the Licensee Indemnified Partiessuch licenses), expensesand, judgements, costs and liabilities (including reasonable attorneys' fees and costs) (collectively, "Losses") incurred by to the Licensee Indemnified Parties arising from best of Licensor's breach of knowledge and belief, such licensees do not have any obligationclaims, representation offsets or warranty contained in this Agreement. Notwithstanding defenses which are adverse to Licensee's rights hereunder; and (vii) Licensor has disclosed all material information relating to the foregoing any claims for indemnification rights granted hereunder, and that any Licensee Indemnified Parties may have pursuant to this Section 7.2(a) will exclude claims based on information known by Lifford (or its Affiliates, including Bloomfield) as of the Funding Date whether or not all such information formed the basis of the issues raised by Bloomfield during Due Diligence (as defined in the Operating Agreement) is true and whether or not asserted prior correct to the Walk Away Notice (as defined in the Operating Agreement) or thereafter. In the event best of a dispute regarding a claim for indemnification, the Licensee Indemnified Party will have the burden of proof in establishing the validity Licensor's knowledge and amount of the claim, and Licensor will have the burden of proof in establishing any defense to such claim, including but not limited to, a defense asserted by Licensor that Lifford (or its Affiliates) had knowledge of the requisite facts. Notwithstanding the foregoing, Licensor will not be obligated to provide indemnification where there is any admission of guilt by any Licensee Indemnified Party charged with violation of the law as to the content of any Company Programbelief.