Company’s Defense Obligations Sample Clauses

Company’s Defense Obligations. Company will defend Microsoft against any Third Party Claims. If there is an adverse final judgment (or settlement to which Company consents) resulting from any Third Party Claims, Company will pay it for Microsoft. Microsoft will promptly notify Company in writing of the Third Party Claim, specify the nature of the claim and the relief the third party seeks. Microsoft will give Company reasonable assistance in defending the Third Party Claim. At Microsoft’s option and cost, Microsoft may participate in the selection of counsel, defense and settlement of any Third Party Claims covered by this section. If Microsoft decides to do this, Company and Microsoft will work together in good faith to reach decisions about which both parties agree. Company must have Microsoft’s written consent before settling any Third Party Claim. Microsoft will not unreasonably withhold Microsoft’s consent. “Third Party Claim” means any third party claims or allegations against Microsoft that arise out of or are connected with any default or breach or alleged default or breach of this Agreement by Company, Company’s sale or distribution of any Product, or any other act or omission by Company, such as those claims identified in section 10(d)(ii).

Company’s Defense Obligations. The provisions of that subsection of the “Channel Authorization”, under that subsection entitled “Warranty and Defense Obligations”, entitled “Company’s Defense Obligations” shall apply unless Company is not responsible for the breach or default or allegations concerning breach or default of this Agreement.

Company’s Defense Obligations. Company shall defend, at its own expense, all allegations of whatever nature asserted in any third party claim, action, lawsuit or proceeding (even though such allegations may be false, fraudulent or groundless) against Licensee, its affiliates and subsidiaries and/or their respective directors, officers, employees, agents and independent contractors (collectively, the “Licensee Indemnified Parties”) actually or allegedly resulting from, arising out of, connected with or incidental to the operation of a Designated Company Store or violations of laws expressly and specifically including any of the following: unauthorized representation, misrepresentation, injury to or death of persons, unlawful trade practices, the infringement, misuse, dilution, misappropriation, or other violation of any patent, trademark, service mxxx, trade name, trade dress, copyright, trade secret, domain name, right of publicity or other intellectual property right, damage to property allegedly or actually suffered by any person or persons, or the commission or omission of any act, lawful or unlawful, by Company, its affiliates and subsidiaries and/or their respective directors, officers, employees, agents or independent contractors, whether or not such act is within the scope of the authority or employment of such persons and whether or not Company’s indemnity obligations under Section 12.2 apply (collectively, the “Licensee Claims”). Company shall use counsel satisfactory to Licensee in the defense of all Licensee Claims. Licensee may, at its election, take control of the defense and investigation of any Licensee Claims and may employ and engage attorneys of its own choice to manage and defend such Licensee Claims, at Licensee’s risk and expense. If Company negotiates a settlement of any such Licensee Claim, such settlement shall be subject to Licensee’s prior written approval.