Common use of By UL Clause in Contracts

By UL. UL shall defend, indemnify and save harmless Licensee, 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 UL of any of the agreements, terms, covenants or conditions of this Agreement to be performed by UL or any breach of any representation or warranty made by UL in this Agreement; (b) any claim by a third Person that Licensee’s or any Sublicensee’s use of any of the Licensed Brand Assets in compliance with the terms of this Agreement infringes, misappropriates, violates or dilutes the intellectual property rights of such third Person; and/or (c) any fraud, gross negligence, willful misconduct or willful omission of UL.