Common use of Indemnification of Licensor Clause in Contracts

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. Per each License Area, Licensee shall defendowe 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, indemnify wherever the same appear in the related Lease pertaining to indemnification were construed to mean, respectively, "Licensor" and "Licensee". 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 Licensor and its affiliates and its and their respective employees, agents, officers and directors, from and shall defend the Licensor Indemnitees against all damagesclaims 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 gross negligence or willful misconduct) by reason of (i) any injury to or death of any person, liabilities and expenses (including all legal costs such as attorneys' feesor damage to or loss of property, court costs and settlement expenses) arising 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 withwith the use, condition or resulting in occupancy of, the License Area or the Premises, if caused by any way from (i) the breach act or omission of Licensee or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any representationother person or entity for whose conduct Licensee is legally responsible, warranty, covenant or other provision of this Agreement by Licensee or, where applicable, its customers, or (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, (iii) violation of or misuse failure to observe or perform any condition, provision or agreement of this License Agreement on Licensee’s part to be observed or performed hereunder, and (iv) Licensee’s manner of use and occupancy of the Database (or any part thereof) or any information contained therein or derived therefrom by Licensee or its customers. If License Area, except to such extent that any such claim arises from the gross negligence 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 willful misconduct of Licensor. Licensor will cooperate 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 claimant (other than to the extent caused by or arising from a Licensee 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 Premises, or in any such action manner growing out of, resulting from or connected with the use, condition or occupancy of, the Premises, if caused by making available any negligent act or willful misconduct of Licensor or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensor is legally responsible (other than Licensee), (ii) violation by Licensor of any contract or agreement to Licenseewhich Licensor is a party in each case affecting the Premises or the occupancy or use thereof by Licensor and (iii) violation of or failure to observe or perform any condition, at Licensee's expenseprovision or agreement of this License Agreement on Licensor’s part to be observed or performed hereunder. In addition, books and to the extent applicable, if Licensor is the beneficiary of an indemnity or records reasonably necessary for release from 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)landlord under a Lease, Licensor shall be free use commercially reasonable efforts to investigate, defend, compromise, settle similarly indemnify or otherwise dispose of the claim or proceeding, and incur other costs in connection therewith, for the account and at the expense of release Licensee, all as to the extent Licensor deems in its best interestactually receives the benefit of such indemnity or release.

Indemnification of Licensor. Licensee shall defend, indemnify hereby agrees to save and hold harmless Licensor and its affiliates and its and their respective employeesofficers, agents, officers and directors, agents and employees harmless of and from and to indemnify them against any and all damagesclaims, liabilities suits, injuries, losses, liability, demands, damages and expenses (including all legal costs such as including, subject to subparagraph D below, Licensor’s reasonable attorneys' fees, court costs ’ fees and settlement 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, connected with, or resulting in any way from of (i) any use of any of Licensor’s intellectual property by Licensee, its subsidiaries and/or affiliates or sub-licensees in connection with the Licensed Products not expressly authorized under this Agreement (ii) the sale or use of the Licensed Products, (iii) any allegedly unauthorized use of any patent, process, idea, method, or device in connection with the Licensed Products except as authorized by this Agreement, (iv) any claims, suits, losses and damages arising out of alleged defects in the Licensed Products or resulting from any failure of Licensee, or any person, firm, or entity acting under or through Licensees, to comply with the provisions of this Agreement or to comply with any applicable laws including, without limitation any of the foregoing, (v) 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 any representation, warranty, covenant or other provision of this Agreement by Licensee or, where applicable, its customersArticle 5 hereof, or (iivi) use the death of, or misuse injury to, persons or damage to property, and (vii) third party claims of infringement of intellectual property rights, including copyrights, trademark (other than the Licensed Xxxx), trade dress and/or patent claims. The provisions of this paragraph and Licensee’s obligations hereunder shall survive the expiration or termination of this Agreement. This indemnity shall not apply to the extent any claim, suit, injury, loss, liability, demand, damage or expense arises out of the Database (negligence 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 willful misconduct of its existenceLicensor. Licensee shall have the right, at its expense, to employ counsel reasonably acceptable to give Licensor to defend the prompt written notice of any such claim, and to compromise, settle demand 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 interestsuit.

Indemnification of Licensor. Per each License Area, Licensee shall defendowe 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, indemnify wherever the same appear in the related Lease pertaining to indemnification were construed to mean, respectively, “Licensor” and “Licensee”. 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 Licensor and its affiliates and its and their respective employees, agents, officers and directors, from and shall defend the Licensor Indemnitees against all damagesclaims 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 gross negligence or willful misconduct) by reason of (i) any injury to or death of any person, liabilities and expenses (including all legal costs such as attorneys' feesor damage to or loss of property, court costs and settlement expenses) arising 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 withwith the use, condition or resulting in occupancy of, the License Area or the Premises, if caused by any way from (i) the breach act or omission of Licensee or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any representationother person or entity for whose conduct Licensee is legally responsible, warranty, covenant or other provision of this Agreement by Licensee or, where applicable, its customers, or (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, (iii) violation of or misuse failure to observe or perform any condition, provision or agreement of this License Agreement or the respective Leasing Memorandum on Licensee’s part to be observed or performed hereunder, and (iv) Licensee’s manner of use and occupancy of the Database (or any part thereof) or any information contained therein or derived therefrom by Licensee or its customers. If License Area, except to such extent that any such claim arises from the gross negligence 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 willful misconduct of Licensor. Licensor will cooperate 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 claimant (other than to the extent caused by or arising from a Licensee 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 Premises, or in any such action manner growing out of, resulting from or connected with the use, condition or occupancy of, the Premises, if caused by making available any negligent act or willful misconduct of Licensor or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensor is legally responsible (other than Licensee), (ii) violation by Licensor of any contract or agreement to Licenseewhich Licensor is a Party in each case affecting the Premises or the occupancy or use thereof by Licensor and (iii) violation of or failure to observe or perform any condition, at Licensee's expenseprovision or agreement of this License Agreement or the respective Leasing Memorandum on Licensor’s part to be observed or performed hereunder. In addition, books and to the extent applicable, if Licensor is the beneficiary of an indemnity or records reasonably necessary for release from 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)landlord under a Lease, Licensor shall be free use commercially reasonable efforts to investigate, defend, compromise, settle similarly indemnify or otherwise dispose of the claim or proceeding, and incur other costs in connection therewith, for the account and at the expense of release Licensee, all as to the extent Licensor deems in its best interestactually receives the benefit of such indemnity or release.

Indemnification of Licensor. Licensee shall defend, indemnify hereby agrees to save and hold harmless Licensor and its affiliates and its and their respective employeesofficers, agents, officers and directors, agents and employees harmless of and from and to indemnify them against any and all damagesclaims, liabilities suits, injuries, losses, liability, demands, damages and expenses (including all legal costs such as including, subject to subparagraph D below, Licensor's reasonable attorneys' fees, court costs fees and settlement 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, connected with, or resulting in any way from of (i) any use of any of Licensor's intellectual property by Licensee, its subsidiaries and/or affiliates or sub-licensees in connection with the Licensed Products not expressly authorized under this Agreement (ii) the sale or use of the Licensed Products, (iii) any allegedly unauthorized use of any patent, process, idea, method, or device in connection with the Licensed Products except as authorized by this Agreement, (iv) any claims, suits, losses and damages arising out of alleged defects in the Licensed Products or resulting from any failure of Licensee, or any person, firm, or entity acting under or through Licensees, to comply with the provisions of this Agreement or to comply with any applicable laws including, without limitation any of the foregoing, (v) 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 any representation, warranty, covenant or other provision of this Agreement by Licensee or, where applicable, its customersArticle 5 hereof, or (iivi) use the accidental death of, or misuse injury to, persons or damage to property, and third party claims of infringement of intellectual property rights, including copyrights, trademark (other than the Licensed Xxxx), trade dress * Confidential terms omitted and provided separately to the Securities and Exchange Commission. and/or patent claims.. The provisions of this paragraph and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement. This indemnity shall not apply to the extent any claim, suit, injury, loss, liability, demand, damage or expense arises out of the Database (negligence 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 willful misconduct of its existenceLicensor. Licensee shall have the right, at its expense, to employ counsel reasonably acceptable to give Licensor to defend the prompt written notice of any such claim, and to compromise, settle demand 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 interestsuit.

Indemnification of Licensor. Licensee shall defend, indemnify indemnify, save and hold harmless each of the Licensor Parties from, against and its affiliates with respect to any and its and their respective employeesall Losses for which any Licensor Party may become liable, agentsor which any Licensor Party may incur or may be compelled to pay in any Legal Proceeding against or otherwise involving any such Licensor Party for or by reason of any acts, officers and directorswhether of omission or commission, from and against all damageswhich may be suffered or committed, liabilities and expenses (including all legal costs such as attorneys' feesdirectly or indirectly, court costs and settlement expenses) arising out of, connected with, of or resulting in any way from related or attributable to (i) the breach manufacture, sale, offer for sale, marketing, advertising, promotion, distribution, importation or use 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 Product by Licensee or its customerssub-licensees and Affiliates, including injury to any Person or property caused by a Product or its use, (ii) any claim that the activity of Licensee or any of its sub-licensees or Affiliates with respect to its use of the Intellectual Property infringes upon the rights of any third party or results in any unfair trade practices, (iii) use by Licensee or any of its sub-licensees or Affiliates of any trademark, trade name, logo or design (including the Marks) on any Product, or (iv) Licensee's breach of the representations and warranties set forth in Article 4 of this Agreement. If Notwithstanding the foregoing, nothing contained in the foregoing sentence shall obligate or be construed to obligate Licensee to indemnify any of the Licensor Parties for any of the Licensor Parties' actions or omissions prior to the Effective Date, including any liability or claim arising out of or relating to a breach or some other action or omission of Licensor Party or any claim against the same that occurred prior to the Effective Date. A Licensor Party shall notify Licensee within a reasonable time of the receipt of Notice by such Licensor Party of the making or instituting of a claim or Legal Proceeding under this Section 5.1, Licensee shall have the option of contesting or defending any claim or Legal Proceeding by counsel acceptable to the Licensor Party, which acceptance shall not be unreasonably withheld, and each such Licensor Party shall reasonably cooperate in such contest or defense at the sole expense of Licensee. The Licensee shall bear all reasonable expenses in connection with the defense and/or settlement of any such claim or proceeding arisesLegal Proceeding, except that if a Licensor shall provide written notice Party desires to Licensee retain its own counsel to participate in a timely manner after the defense of such claim or Legal Proceeding, it receives actual notice of may do so at its existenceown expense. Provided that Licensee shall have within a reasonable time after such Notice diligently contest or defend any claim or Legal Proceeding, the rightLicensor Party shall not settle or compromise such claim or Legal Proceeding except with the consent of Licensee, at its expensewhich consent shall not be unreasonably withheld, to employ counsel reasonably acceptable to conditioned or delayed. If Licensee shall not within a reasonable time after such Notice diligently contest or defend any claim or Legal Proceeding, any Licensor to Party may contest or defend such claim or Legal Proceeding and may, without the claim, and to compromiseconsent of Licensee, settle or otherwise dispose of compromise such claim or Legal Proceeding, in which case Licensee shall bear all reasonable expenses incurred by any Licensor Party in connection with the claim; provided, however, that no compromise or defense and/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 interestLegal Proceeding.

Indemnification of Licensor. Licensee shall defend, indemnify hereby agrees to save and hold harmless Licensor and its affiliates and its and their respective employeesofficers, agents, officers and directors, agents and employees harmless of and from and to indemnify them against any and all damagesclaims, liabilities suits, injuries, losses, liability, demands, damages and expenses (including all legal costs such as including, subject to subparagraph D below, Licensor’s reasonable attorneys' fees, court costs ’ fees and settlement 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, connected with, or resulting in any way from of (i) any use of any of Licensor’s intellectual property by Licensee, its subsidiaries and/or affiliates or sub-licensees in connection with the Licensed Products not expressly authorized under this Agreement (ii) the sale or use of the Licensed Products, (iii) any allegedly unauthorized use of any patent, process, idea, method, or device in connection with the Licensed Products except as authorized by this Agreement, (iv) any claims, suits, losses and damages arising out of alleged defects in the Licensed Products or resulting from any failure of Licensee, or any person, firm, or entity acting under or through Licensees, to comply with the provisions of this Agreement or to comply with any applicable laws including, without limitation any of the foregoing, (v) the manufacture, labeling, sale, distribution or advertisement of * Confidential terms omitted and provided separately to the Securities and Exchange Commission. any Licensed Product by Licensee in violation of any national, state or local law or regulation or the breach of any representation, warranty, covenant or other provision of this Agreement by Licensee or, where applicable, its customersArticle 5 hereof, or (iivi) use the death of, or misuse injury to, persons or damage to property, and (vii) third party claims of infringement of intellectual property rights, including copyrights, trademark (other than the Licensed Xxxx), trade dress and/or patent claims. The provisions of this paragraph and Licensee’s obligations hereunder shall survive the expiration or termination of this Agreement. This indemnity shall not apply to the extent any claim, suit, injury, loss, liability, demand, damage or expense arises out of the Database (negligence 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 willful misconduct of its existenceLicensor. Licensee shall have the right, at its expense, to employ counsel reasonably acceptable to give Licensor to defend the prompt written notice of any such claim, and to compromise, settle demand 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 interestsuit.

Indemnification of Licensor. Per each License Area, Licensee shall defendowe 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, indemnify wherever the same appear in the related Lease pertaining to indemnification were construed to mean, respectively, "Licensor" and "Licensee". 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 Licensor and its affiliates and its and their respective employees, agents, officers and directors, from and shall defend the Licensor Indemnitees against all damagesclaims 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 gross negligence or willful misconduct) by reason of (i) any injury to or death of any person, liabilities and expenses (including all legal costs such as attorneys' feesor damage to or loss of property, court costs and settlement expenses) arising 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 withwith the use, condition or resulting in occupancy of, the License Area or the Premises, if caused by any way from (i) the breach act or omission of Licensee or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any representationother person or entity for whose conduct Licensee is legally responsible, warranty, covenant or other provision of this Agreement by Licensee or, where applicable, its customers, or (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, (iii) violation of or misuse failure to observe or perform any condition, provision or agreement of this License Agreement on Licensee’s part to be observed or performed hereunder, and (iv) Licensee’s manner of use and occupancy of the Database (or any part thereof) or any information contained therein or derived therefrom by Licensee or its customers. If License Area, except to such extent that any such claim arises from the gross negligence 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.willful

Indemnification of Licensor. Per each License Area, 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) owe 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 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 defend the claimindemnification were construed to mean, respectively, “Licensor” and to compromise, settle or otherwise dispose of the claim“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 no compromise 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 settlement 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 claim admitting liability 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 imposing duties failure to observe or restrictions upon Licensor may perform any condition, provision or agreement of this License Agreement on Licensee’s part to be effected without the prior written consent of Licensorobserved or performed hereunder. Licensor will cooperate 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 claimant (other than to the extent caused by or arising from a Licensee 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 Premises, or in any such action manner growing out of, resulting from or connected with the use, condition or occupancy of, the Premises, if caused by making available any negligent act or willful misconduct of Licensor or its agents, partners, contractors, employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensor is legally responsible (other than Licensee), (ii) violation by Licensor of any contract or agreement to Licenseewhich Licensor is a party in each case affecting the Premises or the occupancy or use thereof by Licensor and (iii) violation of or failure to observe or perform any condition, at Licensee's expenseprovision or agreement of this License Agreement on Licensor’s part to be observed or performed hereunder. In addition, books to the extent that Licensor is the beneficiary of an indemnity or records reasonably necessary for release from 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)landlord under a Lease, Licensor shall be free to investigate, defend, compromise, settle similarly indemnify or otherwise dispose of the claim or proceeding, and incur other costs in connection therewith, for the account and at the expense of release Licensee, all as Licensor deems in its best interest.