Common use of Indemnification by Citigroup Clause in Contracts

Indemnification by Citigroup. Citigroup (as the “Indemnifying Party”) hereby agrees to indemnify and hold harmless Licensee, and its respective directors, officers, employees and agents (collectively, as the “Indemnified Party”) with respect to any Losses incurred, arising from, or based in any respect on any action, suit, proceeding, claim, demand, investigation or assessment made or brought by a third party that is unaffiliated with a Party hereto (each, a “Third Party Claim”) of Trademark infringement or dilution, to the extent arising from the use by Licensee of the Citi Marks as expressly permitted under this Agreement. Licensee shall at Citigroup’s request promptly phase out use of such challenged Citi Xxxx(s) in the relevant jurisdictions(s) if in Citigroup’s reasonable judgment there exists colorable grounds for such third party claim.

Appears in 12 contracts

Samples: License Agreement (Smith Barney Sector Series Inc.), License Agreement (Smith Barney Massachusetts Municipals Fund), License Agreement (Legg Mason Partners Arizona Municipals Fund, Inc)

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Indemnification by Citigroup. Citigroup (as the “Indemnifying Party”) hereby agrees to indemnify and hold harmless Licensee, and its respective directors, officers, employees and agents (collectively, as the “Indemnified Party”) with respect to any Losses incurred, arising from, or based in any respect on any action, suit, proceeding, claim, demand, investigation or assessment made or brought by a third party that is unaffiliated with a Party hereto (each, a Third Party Claim”) of Trademark infringement or dilution, to the extent arising from the use by Licensee of the Citi Marks as expressly permitted under this Agreement. Licensee shall at Citigroup’s request promptly phase out use of such challenged Citi Xxxx(s) in the relevant jurisdictions(s) if in Citigroup’s reasonable judgment there exists colorable grounds for such third party claim.

Appears in 10 contracts

Samples: License Agreement (Salomon Brothers Series Funds Inc), License Agreement (Legg Mason Partners Municipal Funds), License Agreement (Legg Mason Partners Appreciation Fund, Inc)

Indemnification by Citigroup. Citigroup (as the "Indemnifying Party") hereby agrees to indemnify and hold harmless Licensee, and its respective directors, officers, employees and agents (collectively, as the "Indemnified Party") with respect to any Losses incurred, arising from, or based in any respect on any action, suit, proceeding, claim, demand, investigation or assessment made or brought by a third party that is unaffiliated with a Party hereto (each, a "Third Party Claim") of Trademark infringement or dilution, to the extent arising from the use by Licensee of the Citi Marks as expressly permitted under this Agreement. Licensee shall at Citigroup’s 's request promptly phase out use of such challenged Citi Xxxx(sMark(s) in the relevant jurisdictions(sjurisdictxxxx(s) if in Citigroup’s 's reasonable judgment there exists colorable grounds for such third party claim.

Appears in 5 contracts

Samples: License Agreement (Legg Mason Partners Investment Trust), License Agreement (Smith Barney Municipal Money Market Fund Inc), License Agreement (Legg Mason Partners Equity Funds)

Indemnification by Citigroup. Citigroup (as the "Indemnifying Party") hereby agrees to indemnify and hold harmless Licensee, and its respective directors, officers, employees and agents (collectively, as the "Indemnified Party") with respect to any Losses incurred, arising from, or based in any respect on any action, suit, proceeding, claim, demand, investigation or assessment made or brought by a third party that is unaffiliated with a Party hereto (each, a "Third Party Claim") of Trademark infringement or dilution, to the extent arising from the use by Licensee of the Citi Marks as expressly permitted under this Agreement. Licensee shall at Citigroup’s 's request promptly phase out use of such challenged Citi Xxxx(s) in the relevant jurisdictions(s) if in Citigroup’s 's reasonable judgment there exists colorable grounds for such third party claim.

Appears in 4 contracts

Samples: License Agreement (Salomon Brothers Fund Inc /De/), License Agreement (Smith Barney Trust Ii), License Agreement (Smith Barney Investment Funds Inc)

Indemnification by Citigroup. Citigroup (as the "Indemnifying Party") hereby agrees to indemnify and hold harmless Licensee, and its respective directors, officers, employees and agents (collectively, as the "Indemnified Party") with respect to any Losses incurred, arising from, or based in any respect on any action, suit, proceeding, claim, demand, investigation or assessment made or brought by a third party that is unaffiliated with a Party hereto (each, a "Third Party Claim") of Trademark infringement or dilution, to the extent arising from the use by Licensee of the Citi Marks as expressly permitted under this Agreement. Licensee shall at Citigroup’s 's request promptly phase out use of such challenged Citi Xxxx(sMark(s) in the relevant jurisdictions(s) if in Citigroup’s reasonable judgment 's reasonabxx xudgment there exists colorable grounds for such third party claim.

Appears in 1 contract

Samples: License Agreement (Legg Mason Partners Oregon Municipals Fund)

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Indemnification by Citigroup. Citigroup (as the “Indemnifying Party”) hereby agrees to indemnify and hold harmless Licensee, and its respective directors, officers, employees and agents (collectively, as the “Indemnified Party”) with respect to any Losses incurred, arising from, or based in any respect on any action, suit, proceeding, claim, demand, investigation or assessment made or brought by a third party that is unaffiliated with a Party hereto (each, a Third Party Claim”) of Trademark infringement or dilution, to the extent arising from the use by Licensee of the Citi Marks as expressly permitted under this Agreement. Licensee shall at Citigroup’s request promptly phase out use of such challenged Citi Xxxx(s) in the relevant jurisdictions(sjurisdiction(s) if in Citigroup’s reasonable judgment there exists colorable grounds for such third party claim.

Appears in 1 contract

Samples: License Agreement (Smith Barney World Funds Inc)

Indemnification by Citigroup. Citigroup (as the “Indemnifying Party”) hereby agrees to indemnify and hold harmless Licensee, and its respective directors, officers, employees and agents (collectively, as the “Indemnified Party”) with respect to any Losses incurred, arising from, or based in any respect on any action, suit, proceeding, claim, demand, investigation or assessment made or brought by a third party that is unaffiliated with a Party hereto (each, a “Third Party Claim”) of Trademark infringement or dilution, to the extent arising from the use by Licensee of the Citi Marks as expressly permitted under this Agreement. Licensee shall at Citigroup’s request promptly phase out use of such challenged Citi Xxxx(sMxxx(s) in the relevant jurisdictions(s) if in Citigroup’s reasonable judgment there exists colorable grounds for such third party claim.

Appears in 1 contract

Samples: License Agreement (Greenwich Street Series Fund)

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