Common use of Defense and Indemnification by Sears Clause in Contracts

Defense and Indemnification by Sears. Sears shall defend, indemnify and hold harmless Outlet Stores and its respective directors, officers, employees, Affiliates, agents and contractors from and against any and all Claims arising out of any death of or injury to any person, damage to any property, or loss suffered which results or is claimed to have resulted, in whole or in part, from: a. claims by third parties that Outlet Stores’ use of the Marks in accordance with this Agreement constitutes trademark, service xxxx or trade dress infringement, dilution, unfair competition, misappropriation or false/misleading advertising; b. any third party claims as to the lack of validity or enforceability of (i) the registrations of the Marks or (ii) Sears’ or its Affiliates’ ownership rights in the Marks; and c. any lack of validity or enforceability of this Agreement caused by Sears. Outlet Stores shall not, however, be entitled to recover for Outlet Stores’ own lost profits. This Section 5.2 shall survive any termination or expiration of this Agreement.

Defense and Indemnification by Sears. Sears shall defend, indemnify and hold harmless Outlet Stores XXXX and its respective directors, officers, employees, Affiliates, agents and contractors from and against any and all Claims arising out of any death of or injury to any person, damage to any property, or loss suffered which results or is claimed to have resulted, in whole or in part, from: a. claims by third parties that Outlet Stores’ XXXX’x use of the Marks in accordance with this Agreement constitutes trademark, service xxxx or trade dress infringement, dilution, unfair competition, misappropriation or false/misleading advertising; b. any third party claims as to the lack of validity or enforceability of (i) the registrations of the Marks or (ii) Sears’ or its Affiliates’ ownership rights in the Marks; and c. any lack of validity or enforceability of this Agreement caused by Sears. Outlet Stores XXXX shall not, however, be entitled to recover for Outlet Stores’ XXXX’x own lost profits. This Section 5.2 shall survive any termination or expiration of this Agreement.

Defense and Indemnification by Sears. Sears shall defend, indemnify and hold harmless Outlet Stores SHAS and its respective directors, officers, employees, Affiliates, agents and contractors from and against any and all Claims arising out of any death of or injury to any person, damage to any property, or loss suffered which results or is claimed to have resulted, in whole or in part, from: a. claims by third parties that Outlet Stores’ SHAS’s use of the Marks in accordance with this Agreement constitutes trademark, service xxxx or trade dress infringement, dilution, unfair competition, misappropriation or false/misleading advertising; b. any third party claims as to the lack of validity or enforceability of (i) the registrations of the Marks or (ii) Sears’ or its Affiliates’ ownership rights in the Marks; and c. any lack of validity or enforceability of this Agreement caused by Sears. Outlet Stores SHAS shall not, however, be entitled to recover for Outlet Stores’ SHAS’s own lost profits. This Section 5.2 shall survive any termination or expiration of this Agreement.