Indemnification by Licensee. Licensee agrees to hold harmless, defend and indemnify each of Licensor and its officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, from and against any Claims arising on account of any breach by Licensee of it representations and warranties contained herein.
Appears in 4 contracts
Samples: License Agreement (Xcorporeal, Inc.), License Agreement (Xcorporeal, Inc.), License Agreement (Xcorporeal, Inc.)
Indemnification by Licensee. Licensee agrees to shall, at its own expense, indemnify, defend, and hold harmless, defend and indemnify each of harmless Licensor and its affiliates, and their respective officers, directors, shareholders, employees, members, partners, managers, attorneys employees and agentsrepresentatives, from and against any Claims claim, demand, cause of action, liability, expense (including attorney’s fees and costs), or damages to the extent arising on account of any breach by Licensee of it representations and warranties contained herein.from a third party claim with respect to:
Appears in 3 contracts
Samples: Sublicense Agreement (Imation Corp), Sublicense Agreement (Imation Corp), Acquisition Agreement (Imation Corp)
Indemnification by Licensee. Licensee agrees to defend, hold harmless, defend and indemnify each the Licensor from any and all claims and liability, for injuries, or damages to any person or property (including those arising from any environmental conditions or hazardous substances), arising from or in any way related to: (a) this License Agreement; (b) Licensee’s use of Licensor and its officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, from and against the Licensed Area; or (c) any Claims arising on account default or breach of any breach term of this Agreement by Licensee of it representations and warranties contained hereinLicensee.
Appears in 3 contracts
Samples: Exhibit G License Agreement, License Agreement, License Agreement
Indemnification by Licensee. Licensee agrees to defend, indemnify, and hold harmless, defend and indemnify each of harmless Licensor and its officersany parent, directorssubsidiary, shareholdersor affiliate of Licensor, employeesand/or any manager, membersemployee, partnersmember, managersagent, attorneys and agentsor attorney of Licensee or of any parent, subsidiary, or affiliate of Licensee from and against any Claims arising on account and in respect of any breach by Licensee Loss, which arises out of it representations and warranties contained hereinor results from (i) Licensee’s failure to comply with the terms set forth in this Agreement, and/or (ii) the use of the Listed Patents that are the subject of this Agreement.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Tecogen Inc.), Asset Purchase Agreement (Tecogen Inc.), Asset Purchase Agreement (Tecogen Inc)
Indemnification by Licensee. Licensee agrees to at all times shall defend, indemnify, and hold harmless, defend and indemnify each of harmless Licensor and its officersAffiliates, directors, shareholders, and its and their employees, membersagents, partnerssuccessors, managers, attorneys and agentsassigns, from and against all claims, actions, damages and losses, liabilities, and expenses, including reasonable attorneys’ fees, arising out of or caused by any Claims arising on account breach of any breach of the representations, warranties, covenants, undertakings and agreements made by Licensee of it representations and warranties contained hereinhereunder.
Appears in 2 contracts
Samples: License Agreement (Chosen, LLC), License Agreement (Chosen, LLC)
Indemnification by Licensee. Licensee agrees to shall defend, indemnify and hold harmless, defend and indemnify each of harmless Licensor and its officersAffiliates, successors, assigns, trustees, agents, directors, officers, shareholders, partners and employees, members, partners, managers, attorneys at Licensee’s cost and agentsexpense, from and against any Claims arising on account and all losses, costs, liabilities, damages, fees and expenses, including reasonable attorneys’ fees and expenses incurred or imposed upon any of the indemnified Parties in connection with any breach by Licensee of it representations and warranties contained herein.claims (including third Party claims), suits, actions, demands or judgments:
Appears in 2 contracts
Samples: Exclusive License Agreement (Advanced Cell Technology, Inc.), Non Exclusive License Agreement (Advanced Cell Technology, Inc.)
Indemnification by Licensee. Licensee agrees to shall indemnify, hold harmless, defend and indemnify each of protect Licensor and its officersAffiliates, directorssuccessors, shareholdersassigns, employees, members, partners, managers, attorneys representatives and agents, from and against any Claims and all claims, causes of action, costs, expenses, losses, damages and liabilities (including, without limitation, reasonable attorneys' fees) arising on account out of or resulting from any breach by Licensee of it representations and warranties contained hereinthis Agreement.
Appears in 2 contracts
Samples: Development and License Agreement (Optical Sensors Inc), Development and License Agreement (Optical Sensors Inc)
Indemnification by Licensee. The Licensee agrees to defend, indemnify and hold harmless, defend and indemnify each of the Licensor and its officers, directors, shareholders, employees, members, partners, managers, attorneys agents and agents, employees harmless from and against any Claims and all claims, demands, liabilities, actions, judgments, and expenses, including reasonable attorneys' fees, arising on account out of any breach by Licensee of it representations and warranties contained herein.or related to:
Appears in 2 contracts
Samples: Sublicense Agreement (Entrade Inc), Master Software License Agreement (Entrade Inc)
Indemnification by Licensee. Licensee agrees will defend, indemnify, and hold harmless Licensor against all claims and expenses arising from any third-party claim relating to hold harmless, defend and indemnify each the provision of Licensee Data to Licensor and its officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, from and against or for any Claims arising on account violation of this Agreement or any breach by Licensee of it representations and warranties contained hereinother agreement with Licensor.
Appears in 2 contracts
Samples: Master License and Services Agreement, Master License and Services Agreement
Indemnification by Licensee. Licensee agrees to shall indemnify and hold harmlessLicensor, defend its Affiliates, and indemnify each of Licensor and its their respective officers, directors, shareholders, employees, members, partners, managers, attorneys agents and agents, employees (“Licensor Indemnitees”) harmless from and against any Claims to the extent arising on account of any breach by Licensee of it representations and warranties contained herein.or resulting from:
Appears in 2 contracts
Samples: License Agreement (Roivant Sciences Ltd.), License Agreement (Urovant Sciences Ltd.)
Indemnification by Licensee. Licensee agrees to shall indemnify and hold harmlessLicensor, defend its Affiliates, and indemnify each of Licensor and its their respective officers, directors, shareholders, employees, members, partners, managers, attorneys agents and agents, employees (“Licensor Indemnitees”) harmless from and against any Claims against them to the extent arising on account of any breach by Licensee of it representations and warranties contained herein.or resulting from:
Appears in 2 contracts
Samples: License Agreement (Lexeo Therapeutics, Inc.), License Agreement (Mereo Biopharma Group PLC)
Indemnification by Licensee. Licensee agrees to defend, indemnify, and hold harmless, defend and indemnify each of harmless Licensor and its officersany parent, directorssubsidiary, shareholdersor affiliate of Licensor, employeesand/or any manager, membersemployee, partnersmember, managersagent, attorneys and agentsor attorney of Licensee or of any parent, subsidiary, or affiliate of Licensee from and against any Claims arising on account and in respect of any breach by Licensee Loss, which arises out of it representations and warranties contained herein.or results from (i) Licensee’s failure to comply with the terms set forth in this Agreement, and/or (ii) the use of the Listed Patents that are the subject of this Agreement. 9.7
Appears in 1 contract
Samples: Asset Purchase Agreement
Indemnification by Licensee. Licensee agrees to at all times shall defend, indemnify, and hold harmless, defend and indemnify each of harmless Licensor and its officersAffiliates, directors, shareholders, and its and their employees, membersagents, partnerssuccessors, managers, attorneys and agentsassigns, from and against all claims, actions, damages and losses, liabilities, and expenses, including, without limitation, reasonable attorneys’ fees, arising out of or caused by any Claims arising on account breach of any breach of the representations, warranties, covenants, undertakings and agreements made by Licensee of it representations and warranties contained hereinhereunder.
Appears in 1 contract
Indemnification by Licensee. Licensee agrees to defend, indemnify and hold harmless, defend and indemnify each of Licensor and its respective Affiliates, officers, directors, shareholders, employees, members, partners, managers, attorneys and agents, successors and assigns harmless from and against any Claims and all claims, demands, actions, causes of action, judgments, losses, damages, costs and expenses (including, but not limited to, attorneys’ and expert witness fees and expenses) (collectively “Losses”) arising on account of any breach by Licensee of it representations and warranties contained herein.out of, relating to or resulting from:
Appears in 1 contract
Indemnification by Licensee. Licensee agrees to shall indemnify, hold harmless, defend and indemnify each of protect Licensor and its officersAffiliates, directorssuccessors, shareholdersassigns, employees, members, partners, managers, attorneys representatives and agents, from and against any Claims and all claims, causes of action, costs, expenses, losses, damages and liabilities (including, without limitation, reasonable attorneys' fees) arising on account out of or resulting from the falsity of any breach representation or warranty made by Licensee of it representations and warranties contained herein.
Appears in 1 contract
Indemnification by Licensee. Licensee agrees to indemnify and hold harmless, defend and indemnify each of Licensor and its affiliates and the officers, directors, shareholders, employees, members, partners, managers, attorneys employees and agents, from and agents of any of the foregoing harmless against any Claims arising on account liability, losses, damages, penalties, claims, actions, suits, judgments or settlements of any breach nature or kind (including reasonable costs of investigation, reasonable attorneys’, accountants’ and expert witnesses’ fees, and reasonable expenses payable to third parties), incurred by Licensee any such person by reason of it representations and warranties contained hereinLicensee’s use of the Licensed Marks.
Appears in 1 contract
Samples: Trademark License Agreement (Revel Entertainment Group, LLC)
Indemnification by Licensee. Licensee agrees to indemnify and hold harmless, defend and indemnify each of Licensor and its officershis successors and assigns harmless from any and all claims, directorslosses, shareholdersdamages, employeesinjuries and liabilities, membersincluding legal fees and expenses, partners, managers, attorneys and agents, arising from and against any Claims arising or on account of any Licensee's breach by Licensee of it representations its representations, warranties and warranties contained hereincovenants thereunder, including without limitation, the failure to pay royalties payable hereunder.
Appears in 1 contract
Indemnification by Licensee. Licensee agrees to hold harmless, will indemnify and defend and indemnify each of Licensor and its officers, directors, shareholdersofficers, employees, members, partners, managers, attorneys representatives and agents, agents from and against against, any Claims third party claims of infringement, including attorney fees, arising on account from Licensee’s use of any breach by Licensee of it representations and warranties contained hereinthe IP Assets.
Appears in 1 contract
Samples: Intellectual Property License Agreement (Famous Daves of America Inc)