INDEMNIFICATION FOR USE OF MARKS Sample Clauses

INDEMNIFICATION FOR USE OF MARKS. We agree to reimburse you for all damages for which you are held liable in any proceeding arising out of your authorized use of any Mark under this Agreemexx xnd for all costs you reasonably incur in defending any such claim brought against you or any such proceeding in which you are named as a party, if you have timely notified us of the claim or proceeding and otherwise have complied with this Agreement and our directions in responding to the claim or proceeding. At our option, we may defend and control the defense of any proceeding arising out of your use of any Mark under this Agreemexx.
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INDEMNIFICATION FOR USE OF MARKS. We agree to indemnify and reimburse Regional Developer against and for all damages for which Regional Developer is held liable in any trademark infringement proceeding arising out of Regional Developer’s authorized use of any Mark pursuant to and in compliance with this Agreement, and for all costs Regional Developer reasonably incurs in the defense of any such claim in which Regional Developer is named as a party, so long as Regional Developer has timely notified us of the claim, and have otherwise complied with this Agreement. At our option, we may defend and control the defense of any proceeding relating to any Mark.
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INDEMNIFICATION FOR USE OF MARKS. We agree to reimburse you for all damages and expenses you incur in any trademark infringement proceeding disputing your authorized use of any Mark under this Agreement, provided that you have timely notified us of the proceeding, are in compliance with this Agreement, and comply with our directions in responding to the proceeding. At our option, we may defend and control the defense of any proceeding relating to any Mark. If any action taken by us with respect to any such claim or proceeding results in any monetary recovery for you which exceeds your costs, then the amount of such recovery which exceeds your costs will first be used to reimburse us for our expenses in connection with such action, and any remainder will be distributed to you.
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INDEMNIFICATION FOR USE OF MARKS. Franchisor shall reimburse Franchisee for all expenses reasonably incurred by Franchisee in any trademark or similar proceeding disputing Franchisee’s authorized use of any Xxxx, provided that Franchisee has timely notified Franchisor of such proceeding and has complied with this Agreement and Franchisor’s directions in responding to such proceeding. At Franchisor’s option, Franchisor or its designee may defend and control the defense of any proceeding arising directly from Franchisee’s use of any Xxxx. This indemnification shall not include the expense to Franchisee of removing signage or discontinuance of the use of the Marks. This indemnification shall not apply to litigation between Franchisor and Franchisee wherein Franchisee’s use of the Marks is disputed or challenged by Franchisor. This indemnification shall not apply to any separate legal fees or costs incurred by Franchisee in seeking independent counsel separate from the counsel representing Franchisor and Franchisee in the event of litigation disputing Franchisor and Franchisee’s use of the Marks.
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INDEMNIFICATION FOR USE OF MARKS. Franchisor agrees to reimburse Franchisee for all damages and expenses that Franchisee incurs in any trademark infringement proceeding disputing Franchisee's authorized use of any Xxxx under this Agreement if Franchisee has timely notified Franchisor of, and complies with Franchisor's directions in responding to, the proceeding. At Franchisor's option, it may defend and control the defense of any proceeding arising from Franchisee's use of any Xxxx under this Agreement.
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INDEMNIFICATION FOR USE OF MARKS. We agree to reimburse you for all damages, claims, and expenses that you incur or for which you are liable in any proceeding challenging your right to use any Xxxx or other Intellectual Property under this Agreement, provided your use has been consistent with this Agreement, the Operations Manual, and System Standards communicated to you and you have timely notified us of, and comply with our directions in responding to, the proceeding. At our option, we and/or Kidville, NY, LLC may defend and control the defense of any proceeding arising from your use of any Xxxx or other Intellectual Property under this Agreement.
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INDEMNIFICATION FOR USE OF MARKS. Franchisor agrees to reimburse Developer for all damages and expenses that Developer incurs in any trademark infringement proceeding disputing Developer's authorized use of any Xxxx under this Agreement if Developer has timely notified Franchisor of, and complies with Franchisor's directions in responding to, the proceeding. At Franchisor's option, it may defend and control the defense of any proceeding arising from Developer's use of any Xxxx under this Agreement.
Sample 1
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INDEMNIFICATION FOR USE OF MARKS. We agree to reimburse you for all damages for which you are held liable in any proceeding arising out of your authorized use of any Xxxx under this Agreement and for all costs you reasonably incur in defending any such claim brought against you or any such proceeding in which you are named as a party, if you have timely notified us of the claim or proceeding and otherwise have complied with this Agreement and our directions in responding to the claim or proceeding. At our option, we may defend and control the defense of any proceeding arising out of your use of any Xxxx under this Agreement. _____________________________________________________________________________________________
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INDEMNIFICATION FOR USE OF MARKS. We shall indemnify and reimburse Developer against and for all damages for which Developer is held liable in any trademark infringement proceeding arising out of Developer’s authorized use of any Xxxx pursuant to and in compliance with this Agreement, and for all costs Developer reasonably incurs in the defense of any such claim in which Developer is named as a party, so long as Developer has timely notified us of the claim, and have otherwise complied with this Agreement. At our option, we may defend and control the defense of any proceeding relating to any Xxxx.
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Related to INDEMNIFICATION FOR USE OF MARKS

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Client Client shall indemnify and hold Dalmore, its affiliates and their representatives and agents harmless from, any and all actual or direct losses, liabilities, judgments, arbitration awards, settlements, damages and costs (collectively, “Losses”), resulting from or arising out of any third party suits, actions, claims, demands or similar proceedings (collectively, “Proceedings”) to the extent they are based upon (i) a breach of this Agreement by Client, (ii) the wrongful acts or omissions of Client, or (iii) the Offering.

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