Common use of Indemnification by the Licensee Clause in Contracts

Indemnification by the Licensee. The Licensee does hereby indemnify and hold harmless CKI, its Affiliates, including, without limitation, PVH, CKTT, and its and their current and former respective directors, officers, employees, agents, trustees, and representatives, as well as Mr. Xxxxxx Xxxxx, his heirs, his estate and their respective legal representatives (each, an ‘‘Indemnified Party’) from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses (including allocable costs of in-house counsel)), which an Indemnified Party may incur or be obligated to pay in any third party action, claim or proceeding, for or by reason of any acts, whether of omission or commission, that may be committed by the Licensee (which for purposes of this § 9.1, includes its Affiliates, but not Guarantor) or any of their servants, agents or employees in connection with the Licensee’s performance of this Agreement, including but not limited to: (a) to the extent permitted by law, any alleged defect in any Licensed Product, regardless of whether the action is based upon negligence or strict liability, and regardless of whether the alleged negligence is characterized as ‘‘passive’’ or ‘‘active’’; (b) the manufacture, labeling, sale or distribution of any Licensed Product by the Licensee; (c) any violation of any warranty, representation or agreement made by the Licensee pertaining to a Licensed Product; or (d) the claim of any broker, finder or agent used by the Licensee in connection with the making of this Agreement or any transactions contemplated by this Agreement. CKI shall give the Licensee prompt written notice of any such claim or action and thereupon the Licensee shall undertake and conduct the defense of any suit so brought. In the event an appropriate action is not taken by the Licensee within 30 days of its receipt of notice from CKI, CKI shall have the right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may be made without the prior written consent of the Licensee, such consent not to be unreasonably withheld or delayed. In either case, CKI and the Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. Such indemnification shall be deemed to apply solely to the amount of the judgement, if any, against CKI and reasonable sums paid by CKI in connection with its defense, and shall not apply to any consequential damages suffered by CKI which are not included in the aforementioned judgement. The provisions of this § 9.1 and the Licensee’s obligations hereunder shall survive any termination of the License or rescission of this Agreement.

Indemnification by the Licensee. The Licensee does hereby indemnify and hold harmless CKI, its Affiliates, including, without limitation, PVH, CKTT, and its and their current and former respective directors, officers, employees, agents, trustees, and representatives, as well as Mr. Mx. Xxxxxx Xxxxx, his heirs, his estate and their respective legal representatives (each, an ‘‘“Indemnified Party’”) from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses (including allocable costs of in-house counsel)), whether incurred in any action or proceeding between the parties hereto or otherwise which an Indemnified Party may incur or be obligated to pay in any third party action, claim or proceeding, for or by reason of any acts, whether of omission or commission, that may be committed by the Licensee (which for purposes of this § 9.1, includes its Affiliates, but not Guarantor) or any of their servants, agents or employees in connection with the Licensee’s actions or performance of under or related in any way to this Agreement, including but not limited to: (a) to the extent permitted by law, any alleged defect in any Licensed Product, regardless of whether the action is based upon negligence or strict liability, and regardless of whether the alleged negligence is characterized as ‘‘“passive’’ ” or ‘‘“active’’”; (b) the development, manufacture, labeling, sale sale, distribution, marketing on advertisement or distribution promotions of any Licensed Product by the LicenseeLicensee or any other operations under this Agreement; (c) any violation of any warranty, representation or agreement made by the Licensee pertaining to a Licensed Product; or (d) the claim of any broker, finder or agent used by the Licensee in connection with the making of this Agreement or any transactions contemplated by this Agreement. CKI shall give the Licensee prompt written notice of any such claim or action and thereupon the Licensee shall undertake and conduct the defense of any suit so brought. In the event an appropriate action is not taken by the Licensee within 30 days of its receipt of notice from CKI, CKI shall have the right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may be made without the prior written consent of the Licensee, such consent not to be unreasonably withheld or delayed. In either case, CKI and the Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. Such indemnification shall be deemed to apply solely to the amount of the judgement, if any, against CKI and reasonable sums paid by CKI in connection with its defense, and shall not apply to any consequential damages suffered by CKI which are not included in the aforementioned judgement. The provisions of this § 9.1 and the Licensee’s obligations hereunder shall survive any termination of the License or rescission of this Agreement.

Indemnification by the Licensee. The Licensee does hereby agrees to indemnify and hold harmless CKIeach person who participates as an underwriter of the Securities pursuant to the Registration Statement, its Affiliates, including, without limitation, PVH, CKTT, and its and their current and former respective directors, officers, employees, agents, trustees, and representatives, as well as Mr. Xxxxxx Xxxxx, his heirs, his estate the Licensor and their respective legal representatives partners, directors, officers and employees and each person, if any, who controls any Licensor or underwriter within the meaning of Section 15 of the Act or Section 20 of the Securities Exchange Act of 1934, as amended (each, an ‘‘Indemnified Party’the “Exchange Act”) from and as follows: (i) against any and all losses, liabilities, damages claims, damages, judgments and reasonable expenses (whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement pursuant to which Securities were registered under the Act, including reasonable attorneys’ fees and expenses (including allocable costs all documents incorporated therein by reference, or the omission or alleged omission therefrom of in-house counsel)), which an Indemnified Party may incur a material fact required to be stated therein or be obligated necessary to pay make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact contained in any third party actionprospectus, claim including all documents incorporated therein by reference, or proceeding, for or by reason of any acts, whether of the omission or commissionalleged omission therefrom of a material fact necessary in order to make the statements therein, that may be committed by in light of the Licensee (circumstances under which for purposes of this § 9.1they were made, includes its Affiliates, but not Guarantor) or any of their servants, agents or employees in connection with the Licensee’s performance of this Agreement, including but not limited to:misleading; (aii) against any and all losses, liabilities, claims, damages, judgments and reasonable expenses whatsoever, as incurred, to the extent permitted of the aggregate amount paid in settlement of any litigation, investigation or proceeding by lawany governmental agency or body, commenced or threatened, or of any alleged defect in any Licensed Product, regardless of whether the action is other claim whatsoever based upon negligence any such untrue statement or strict liabilityomission, and regardless of whether the or any such alleged negligence untrue statement or omission, if such settlement is characterized as ‘‘passive’’ or ‘‘active’’; (b) the manufacture, labeling, sale or distribution of any Licensed Product by the Licensee; (c) any violation of any warranty, representation or agreement made by the Licensee pertaining to a Licensed Product; or (d) the claim of any broker, finder or agent used by the Licensee in connection effected with the making of this Agreement or any transactions contemplated by this Agreement. CKI shall give the Licensee prompt written notice of any such claim or action and thereupon the Licensee shall undertake and conduct the defense of any suit so brought. In the event an appropriate action is not taken by the Licensee within 30 days of its receipt of notice from CKI, CKI shall have the right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may be made without the prior written consent of the Licensee; and (iii) against any and all reasonable expense whatsoever, as incurred (including fees and disbursements of counsel), incurred in investigating, preparing or defending against any litigation, investigation or proceeding by any governmental agency or body, commenced or threatened, in each case whether or not such consent person is a party, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided, however, that this indemnity agreement does not apply to the Licensor or underwriter with respect to any loss, liability, claim, damage, judgment or expense to the extent arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus, or the omission or alleged omission therefrom of a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, in any such case made in reliance upon and in conformity with written information furnished to the Licensee by the Licensor or underwriter expressly for use in a Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto); and provided further, in the case of an offering that is not an underwritten offering, the Licensee will not be unreasonably withheld liable to the Licensor under the indemnity agreement in this Section 2(a) for any such loss, claim, damage, liability (or delayed. In either case, CKI action or proceeding in respect thereof) or expense that arises out of the Licensor’s failure to send or give a copy of the final prospectus (as its may then be amended or supplemented) to the person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Securities to such person if such statement or omission was corrected in such final prospectus (as it may then be amended or supplemented) and the Licensee shall keep each other fully advised of all developments and shall cooperate fully has previously furnished copies thereof in accordance with each other and in all respects in connection with any such defense. Such indemnification shall be deemed to apply solely to the amount of the judgement, if any, against CKI and reasonable sums paid by CKI in connection with its defense, and shall not apply to any consequential damages suffered by CKI which are not included in the aforementioned judgement. The provisions of this § 9.1 and the Licensee’s obligations hereunder shall survive any termination of the License or rescission of this Agreement.

Indemnification by the Licensee. The Licensee does hereby indemnify and hold harmless CKI, its Affiliates, including, without limitation, PVH, CKTT, and its and their current and former respective directors, officers, employees, agents, trustees, and representatives, as well as Mr. Xxxxxx Xxxxx, his heirs, his estate and their respective legal representatives (each, an ‘‘"Indemnified Party’') from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys’ ' fees and expenses (including allocable costs of in-house counsel)), which an Indemnified Party may incur or be obligated to pay in any third party action, claim or proceeding, for or by reason of any acts, whether of omission or commission, that may be committed by the Licensee (which for purposes of this § 9.1, includes its Affiliates, but not Guarantor) or any of their servants, agents or employees in connection with the Licensee’s 's performance of this Agreement, including but not limited to: (a) to the extent permitted by law, any alleged defect in any Licensed Product, regardless of whether the action is based upon negligence or strict liability, and regardless of whether the alleged negligence is characterized as ‘‘"passive’’ " or ‘‘"active’’"; (b) the manufacture, labeling, sale or distribution of any Licensed Product by the Licensee; (c) any violation of any warranty, representation or agreement made by the Licensee pertaining to a Licensed Product; or (d) the claim of any broker, finder or agent used by the Licensee in connection with the making of this Agreement or any transactions contemplated by this Agreement. CKI shall give the Licensee prompt written notice of any such claim or action and thereupon the Licensee shall undertake and conduct the defense of any suit so brought. In the event an appropriate action is not taken by the Licensee within 30 days of its receipt of notice from CKI, CKI shall have the right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may be made without the prior written consent of the Licensee, such consent not to be unreasonably withheld or delayed. In either case, CKI and the Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. Such indemnification shall be deemed to apply solely to the amount of the judgement, if any, against CKI and reasonable sums paid by CKI in connection with its defense, and shall not apply to any consequential damages suffered by CKI which are not included in the aforementioned judgement. The provisions of this § 9.1 and the Licensee’s 's obligations hereunder shall survive any termination of the License or rescission of this Agreement.

Indemnification by the Licensee. The Subject to compliance by the applicable Licensor’s Indemnitee (as defined below) with its obligations set forth in Sections 7(b) and 7(c), the Licensee does hereby shall defend, indemnify and hold harmless CKI, its the Licensors and their respective Affiliates, including, without limitation, PVH, CKTT, and its and their current and former the respective directors, officers, employees, agents, trusteesfaculty, and representatives, as well as Mr. Xxxxxx Xxxxx, his heirs, his estate students and agents of the Licensors and their respective legal representatives Affiliates (eachcollectively, an ‘‘Indemnified Party’) the “Licensors’ Indemnities”), harmless from and against any and all lossesliability, liabilitiesclaims, damages demands, damages, deficiencies, losses and expenses (including including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) (including allocable costs of in-house counsel))collectively, which an Indemnified Party may incur “Claims”) arising out of, relating to or be obligated resulting from this Agreement, including, but not limited to pay in any third party action(i) the development, claim manufacture, use, marketing, promotion or proceeding, for or by reason sale of any acts, whether of omission or commission, that may be committed Licensed Products by the Licensee and/or its Affiliates and/or its sublicensees; (which for purposes of this § 9.1, includes its Affiliates, but not Guarantor) or any of their servants, agents or employees in connection with the Licensee’s performance of this Agreement, including but not limited to: (a) to the extent permitted by law, any alleged defect in any Licensed Product, regardless of whether the action is based upon negligence or strict liability, and regardless of whether the alleged negligence is characterized as ‘‘passive’’ or ‘‘active’’; (bii) the manufacture, labeling, sale or distribution of any Licensed Product by the Licensee; (c) any violation of any warranty, representation or agreement made breach by the Licensee pertaining to of any of its representations, warranties and covenants contained in this Agreement; and (iii) any Claims that a Licensed Product; or (d) the claim of any broker, finder or agent used by the Licensee in connection with the making of this Agreement or any transactions contemplated by this Agreement. CKI shall give the Licensee prompt written notice of any such claim or action and thereupon the Licensee shall undertake and conduct the defense of any suit so brought. In the event an appropriate action is not taken by the Licensee within 30 days of its receipt of notice from CKI, CKI shall have the right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may be made without the prior written consent Product and/or practice of the LicenseeLicensed Patents infringes the intellectual property of a third party; provided, such consent not to be unreasonably withheld or delayed. In either casehowever, CKI and that the Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. Such indemnification shall be deemed to apply solely to the amount of the judgement, if any, against CKI and reasonable sums paid by CKI in connection with its defense, and foregoing indemnity shall not apply to Claims to the extent that they (x) are based upon, arise out of or otherwise relate to a material breach of the obligations or representations of either or both Licensors; (y) are based upon, arise our of or otherwise relate to the gross negligence or willful misconduct of any consequential damages suffered by CKI which are not included Licensors’ Indemnities; or (z) pertain solely to the activities of the Licensors’ respective employees, faculty, students and/or agents in their performance of their respective Licensor research responsibilities at the aforementioned judgement. The provisions respective Licensor’s facilities (excluding any research responsibilities such individuals may have as a result of this § 9.1 and an association each may have with the Licensee’s obligations hereunder shall survive any termination of the License or rescission of this Agreement, its Affiliates, and/or its sublicensees).