Indemnification of Licensor. Licensor shall indemnify, defend and hold Licensee, free and harmless from any and all losses, damages, injuries, and liabilities, including attorney fees and costs, arising from any third party claims that Licensee's use of the Property in connection with the Licensed Products as provided in this Agreement infringes on the proprietary rights of any other party.
Indemnification of Licensor. Per each License Area, Licensee shall owe the same indemnification obligations to Licensor as set forth in the Lease covering such License Area as if the words “Owner” or “Landlord” and “Tenant” or “Lessee” or words of similar import, wherever the same appear in the related Lease pertaining to indemnification were construed to mean, respectively, “Licensor” and “Licensee”; provided, however, when such indemnities exclude the negligence, willful misconduct or other actions of the actual owner or landlord of the Premises, such references to “Owner” or “Landlord” shall mean both the actual landlord or owner of the Premises and Licensor. To the extent a Lease is silent on the indemnification obligations running from the “Tenant” to “Landlord”, then for that related License Area, Licensee shall indemnify, defend and hold Licensor, and any partner, officer, agent, employee and director of Licensor (the “Licensor Indemnitees”) harmless from and shall defend the Licensor Indemnitees against all claims made or judicial or administrative actions filed which allege that any one of the Licensor Indemnitees is liable to the claimant (other than to the extent caused by or arising from a Licensor Indemnitee’s negligence or willful misconduct) by reason of (i) any injury to or death of any person, or damage to or loss of property, or any other thing occurring on or about the License Area or the Premises, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of, the License Area or the Premises, if caused by any negligent act or willful misconduct of Licensee or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensee is legally responsible, (ii) violation by Licensee of any contract or agreement to which Licensee is a party in each case affecting the License Area or the occupancy or use thereof by Licensee and (iii) violation of or failure to observe or perform any condition, provision or agreement of this License Agreement on Licensee’s part to be observed or performed hereunder. Licensor shall similarly indemnify, defend and hold Licensee, and any partner, officer, agent, employee and director of Licensee (the “Licensee Indemnitees”) harmless from and shall defend the Licensee Indemnitees against all claims made or judicial or administrative actions filed which allege that any one of the Licensee Indemnitees is liable to the clai...
Indemnification of Licensor. AbbVie shall indemnify Licensor, its Affiliates and its and their respective directors, officers, employees, and agents (the “Licensor Indemnitees”) and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the Licensor Indemnitees arising from or occurring as a result of: [***].
Indemnification of Licensor. Licensee shall indemnify Licensor, its Affiliates and their respective directors, officers, employees, licensors and agents, and defend and save each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (a) the breach by Licensee or its Affiliates, Sublicensees or Distributors of any term of this Agreement or the misappropriation by Licensee or its Affiliates, Sublicensees or Distributors of trade secrets or other know how of any Third Party; (b) the negligence or willful misconduct on the part of Licensee or its Affiliates or any Sublicensees or Distributors in performing their obligations under this Agreement; or (c) subject to Section 13.3 and Section 13.4, the Development, Commercialization and sale by Licensee or its Affiliates or any Sublicensees or Distributors of the Licensed Products in the Licensee Territory, except for those Losses which Licensor has an obligation to indemnify Licensee pursuant to Section 13.2 hereof, as to which Losses each Party shall indemnify the other to the extent of their respective liability; provided, however, that Licensee shall not be obligated to indemnify Licensor for any Losses to the extent that such Losses arise as a result of gross negligence or willful misconduct on the part of Licensor or any of its Affiliates.
Indemnification of Licensor. AbbVie shall indemnify Licensor, its Affiliates and their respective directors, officers, employees, and agents (the “Licensor Indemnitees”) and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the Licensor Indemnitees arising from or occurring as a result of: (a) the breach by AbbVie or its Affiliates of this Agreement; (b) the negligence, reckless or willful misconduct on the part of AbbVie or its Affiliates or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement; or (c) the Exploitation of a Licensed Product by or on behalf of AbbVie (including any product liability claims), in each case, except (i) any claim of misappropriation or infringement of a Third Party’s intellectual property rights based upon AbbVie’s (or its Affiliates’ or Sublicensees’) use or practice of Licensor Know-How or Licensor Patents in accordance with the terms of this Agreement, or (ii) to the extent Licensor has an obligation to indemnify AbbVie pursuant to Section 10.2.
Indemnification of Licensor. Licensee of hereby agrees to save and hold Licensor, Xxxxx Xxxxxx and its agents harmless of and from and to indemnify them against any and all claims, suits, injuries, losses, liability, demands, damages and expenses (including, subject to sub paragraph D below, Licensor's reasonable attorneys' fees and expenses) which Licensor or Xxxxx Xxxxxx may incur or be obligated to pay, or for which either may become liable or be compelled to pay in any action, claim or proceeding against it, for or by reason of any acts, whether of omission or commission, that may be committed or suffered by Licensee or any of its servants, agents or employees in connection with Licensee's performance of this Agreement, including but not limited to those arising out of: (i) the alleged defect in any Licensed Product produced by Licensee under this Agreement; (ii) the manufacture, labeling, sale, distribution or advertisement of any Licensed Product by Licensee in violation of any national, state or local law or regulation or the breach of Article 5 hereof; (iii) any allegations of any nature and kind with regard to the advertisement, distribution and sale of Licensed Products.. The provisions of this Section and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement.
Indemnification of Licensor. You agree to indemnify Act Like You Matter and the Author/Copyright Owner of the Script from any claim arising out of Your violation of any of the provisions of this License agreement.
Indemnification of Licensor. Licensee shall defend, indemnify and hold harmless Licensor and its affiliates and its and their respective employees, agents, officers and directors, from and against all damages, liabilities and expenses (including all legal costs such as attorneys' fees, court costs and settlement expenses) arising out of, connected with, or resulting in any way from (i) the breach of any representation, warranty, covenant or other provision of this Agreement by Licensee or, where applicable, its customers, or (ii) use or misuse of the Database (or any part thereof) or any information contained therein or derived therefrom by Licensee or its customers. If any such claim or proceeding arises, Licensor shall provide written notice to Licensee in a timely manner after it receives actual notice of its existence. Licensee shall have the right, at its expense, to employ counsel reasonably acceptable to Licensor to defend the claim, and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing duties or restrictions upon Licensor may be effected without the prior written consent of Licensor. Licensor will cooperate in any such action by making available to Licensee, at Licensee's expense, books or records reasonably necessary for the defense of the claim or proceeding. If Licensee does not avail itself of the opportunity to defend or otherwise dispose of the claim or proceeding within thirty (30) days after receipt of notice thereof (or such shorter time as may be specified in the notice if the circumstances so dictate), Licensor shall be free to investigate, defend, compromise, settle or otherwise dispose of the claim or proceeding, and incur other costs in connection therewith, for the account and at the expense of Licensee, all as Licensor deems in its best interest.
Indemnification of Licensor. Licensee hereby agrees to save and hold Licensor and its agents harmless of and from and to indemnify them against any and all claims, suits, injuries, losses, liability, demands, damages and expenses (including, subject to subparagraph D below, Licensor's reasonable attorneys' fees and expenses) which Licensor may incur or be obligated to pay, or for which either may become liable or be compelled to pay in any action, claim or proceeding against it, for or by reason of any acts, whether of omission or commission, that may be committed or suffered by Licensee or any of its servants, agents or employees in connection with Licensee's performance of this Agreement, including but not limited to those arising out of the alleged defect in any Article produced by Licensee under this Agreement, the manufacture, labeling, sale, distribution or advertisement of any Article by Licensee in violation of any national, state or local law or regulation or the breach of Article 5 hereof. The provisions of this paragraph and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement.
Indemnification of Licensor. Licensee shall indemnify, defend and hold harmless Licensor, and its partners, members, shareholders, officers, directors, agents and employees (the "Licensor Indemnitees") from and against all third party claims made or judicial or administrative actions filed which allege that any Licensor Indemnitee is liable to the claimant (other than to the extent caused by or arising from a Licensor Indemnitee's recklessness or willful misconduct) by reason of (i) any injury to or death of any person, or damage to or loss of property, or any other thing occurring on or about the License Area or the Premises, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of the License Area or the Premises, to the extent caused by or arising from the recklessness or willful misconduct of Licensee or its partners, members, shareholders, officers, directors, agents, employees, contractors, assignees, licensees, sublessees, invitees or any other Person for whose conduct Licensee is legally responsible, (ii) any breach by Licensee under this Agreement, or (iii) Licensee's use and occupancy of the License Area or use of the Premises, except to such extent that any such claim is caused by or arises from the recklessness or willful misconduct of any Licensor Indemnitee.
