Common use of Indemnification of Licensor Clause in Contracts

Indemnification of Licensor. Licensee shall defend, indemnify and save and hold harmless Licensor, and its affiliates, officers, directors, partners, members, shareholders, employees and agents from and against any and all actual, out-of-pocket liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees (collectively, “Losses”) (but not against any of the same to the extent that an act or omission of Licensor or any of its affiliates, officers, directors, partners, members, shareholders, employees or agents gave rise thereto), arising directly or indirectly from or out of (i) any failure by Licensee to perform any of the terms, provisions, covenants or conditions of this License on Licensee’s part to be performed; (ii) any accident, injury or damage caused by Licensee and/or any of its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors, that shall happen at, in or upon the Licensed Premises; (iii) any matter or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by Licensee and/or any of its officers, directors, partners, members, shareholders, employees, visitors, invitees, licensees, agents or contractors, of the Licensed Premises, or the operation of Licensee’s business conducted therefrom; (iv) any failure of Licensee and/or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees or agents to comply with any applicable Laws; (v) any contamination of the Licensed Premises or the Building occasioned by the use, transportation, storage, spillage or discharge thereon, therein or therefrom of any Hazardous Materials, whether by Licensee or by its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, licensees, agents or contractors; (vi) any use, generation, manufacture, storage, or release of any Hazardous Materials in or about the Licensed Premises, the Building or the land, or the groundwater thereof, or any discharge of toxic or hazardous sewage or waste materials from the Licensed Premises into any sanitary sewer system serving the Licensed Premises or the Building, whether by Licensee or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors; and (vii) any other act or omission caused by the gross negligence or willful misconduct of Licensee, its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors. Licensee’s indemnity obligations under this Section 8(e) arising prior to the expiration, termination or earlier revocation of this License shall survive any such expiration, termination or revocation.

Indemnification of Licensor. Licensee shall defend, indemnify and hereby agrees to save and hold harmless Licensor, Licensor and its affiliates, officers, directors, partners, members, shareholdersmanagers, representatives, agents and employees ("Indemnitees") harmless of and agents from and to indemnify them against any and all actualclaims, out-of-pocket liabilitiessuits, obligationsinjuries, losses, damages, injunctions, suits, actions, fines, penalties, claimsliability, demands, costs damages and expenses of every kind or nature(including, including subject to subparagraph D below, Licensor's reasonable attorneys’ ' fees (collectivelyand expenses) which any Indemnitee may incur or be obligated to pay, “Losses”) (but not or for which any Indemnitee 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 the same to the extent omission or commission, that an act may be committed or omission of Licensor suffered by Licensee or any of its affiliatesservants, officersagents or employees in connection with Licensee's performance of this Agreement, directors, partners, members, shareholders, employees or agents gave rise thereto), including but not limited to those arising directly or indirectly from or out of (i) any failure by Licensee to perform use of any of Licensor's intellectual property by Licensee, its subsidiaries and/or affiliates or sub-licensees in connection with the terms, provisions, covenants or conditions of Licensed Products not expressly authorized under this License on Licensee’s part to be performed; Agreement (ii) any accident, injury the sale or damage caused by Licensee and/or any use of its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors, that shall happen at, in or upon the Licensed Premises; Products, (iii) any matter or thing growing out allegedly unauthorized use of the conditionany patent, occupationprocess, maintenanceidea, alteration, repair, use or operation by Licensee and/or any of its officers, directors, partners, members, shareholders, employees, visitors, invitees, licensees, agents or contractors, of the Licensed Premisesmethod, or device in connection with the operation of Licensee’s business conducted therefrom; * Confidential terms omitted and provided separately to the Securities and Exchange Commission. Licensed Products except as authorized by this Agreement, (iv) any claims, suits, losses and damages arising out of alleged defects in the Licensed Products, (v) any failure of Licensee and/or its officersLicensee, directors, partners, members, shareholders (other than Licensor or any affiliate person, firm, or entity acting under or through Licensees, to comply with the provisions of Licensor), employees this Agreement or agents to comply with any applicable Laws; laws, rules and regulations (vincluding, without limitation all SEC regulations), (vi) the manufacture, labeling, sale, distribution or advertisement of any contamination Licensed Product by Licensee in violation of the Licensed Premises any national, state or local law or regulation or the Building occasioned by breach of Article 5 hereof, or (vii) the usedeath of, transportationor injury to, storagepersons or damage to property, spillage or discharge thereonand (viii) third party claims of infringement of intellectual property rights, therein or therefrom of any Hazardous Materialsincluding copyrights, whether by Licensee or by its officers, directors, partners, members, shareholders trademark (other than Licensor or any affiliate of Licensorthe Licensed Xxxx), employeestrade 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, licenseessuit, agents injury, loss, liability, demand, damage or contractors; (vi) any use, generation, manufacture, storage, or release expense arises out of any Hazardous Materials in or about the Licensed Premises, the Building or the land, or the groundwater thereof, or any discharge of toxic or hazardous sewage or waste materials from the Licensed Premises into any sanitary sewer system serving the Licensed Premises or the Building, whether by Licensee or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors; and (vii) any other act or omission caused by the gross negligence or willful misconduct of Licensee, its officers, directors, partners, members, shareholders (other than Licensor. Licensee shall give Licensor or any affiliate prompt written notice of Licensor), employees, visitors, invitees, licensees, agents or contractors. Licensee’s indemnity obligations under this Section 8(e) arising prior to the expiration, termination or earlier revocation of this License shall survive any such expirationclaim, termination demand or revocationsuit.

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 save “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 harmless Licensor, and its affiliatesany partner, officersofficer, directorsagent, partners, members, shareholders, employees employee and agents 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 and all actual, out-of-pocket liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees (collectively, “Losses”) (but not against any one of the same Licensor Indemnitees is liable to the claimant (other than to the extent that an act caused by or omission of arising from a Licensor Indemnitee’s gross negligence or any of its affiliates, officers, directors, partners, members, shareholders, employees or agents gave rise thereto), arising directly or indirectly from or out willful misconduct) by reason of (i) any failure 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 act or omission 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, (iii) violation of or failure to observe or perform any of the termscondition, provisions, covenants provision or conditions agreement of this License Agreement or the respective Leasing Memorandum on Licensee’s part to be performed; (ii) any accidentobserved or performed hereunder, injury or damage caused by Licensee and/or any of its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors, that shall happen at, in or upon the Licensed Premises; (iii) any matter or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by Licensee and/or any of its officers, directors, partners, members, shareholders, employees, visitors, invitees, licensees, agents or contractors, of the Licensed Premises, or the operation of Licensee’s business conducted therefrom; and (iv) any failure Licensee’s manner of Licensee and/or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees or agents to comply with any applicable Laws; (v) any contamination use and occupancy of the Licensed Premises or the Building occasioned by the useLicense Area, transportation, storage, spillage or discharge thereon, therein or therefrom of except to such extent that any Hazardous Materials, whether by Licensee or by its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, licensees, agents or contractors; (vi) any use, generation, manufacture, storage, or release of any Hazardous Materials in or about the Licensed Premises, the Building or the land, or the groundwater thereof, or any discharge of toxic or hazardous sewage or waste materials such claim arises from the Licensed Premises into any sanitary sewer system serving the Licensed Premises or the Building, whether by Licensee or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors; and (vii) any other act or omission caused by the gross negligence or willful misconduct of Licensor. 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 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 manner growing out of, resulting from or connected with the use, condition or occupancy of, the Premises, if caused by any negligent act or willful misconduct of Licensor or its officers, directorsagents, partners, memberscontractors, shareholders employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensor is legally responsible (other than Licensor or any affiliate of LicensorLicensee), employees(ii) violation by Licensor of any contract or agreement to which 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, visitors, invitees, licensees, agents provision or contractors. Licensee’s indemnity obligations under this Section 8(e) arising prior to the expiration, termination or earlier revocation agreement of this License Agreement or the respective Leasing Memorandum on Licensor’s part to be observed or performed hereunder. In addition, and to the extent applicable, if Licensor is the beneficiary of an indemnity or release from the landlord under a Lease, Licensor shall survive any use commercially reasonable efforts to similarly indemnify or release Licensee, to the extent Licensor actually receives the benefit of such expiration, termination indemnity or revocationrelease.

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 save "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 harmless Licensor, and its affiliatesany partner, officersofficer, directorsagent, partners, members, shareholders, employees employee and agents 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 and all actual, out-of-pocket liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees (collectively, “Losses”) (but not against any one of the same Licensor Indemnitees is liable to the claimant (other than to the extent that an act caused by or omission of arising from a Licensor Indemnitee’s gross negligence or any of its affiliates, officers, directors, partners, members, shareholders, employees or agents gave rise thereto), arising directly or indirectly from or out willful misconduct) by reason of (i) any failure 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 act or omission 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, (iii) violation of or failure to observe or perform any of the termscondition, provisions, covenants provision or conditions agreement of this License Agreement on Licensee’s part to be performed; (ii) any accidentobserved or performed hereunder, injury or damage caused by Licensee and/or any of its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors, that shall happen at, in or upon the Licensed Premises; (iii) any matter or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by Licensee and/or any of its officers, directors, partners, members, shareholders, employees, visitors, invitees, licensees, agents or contractors, of the Licensed Premises, or the operation of Licensee’s business conducted therefrom; and (iv) any failure Licensee’s manner of Licensee and/or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees or agents to comply with any applicable Laws; (v) any contamination use and occupancy of the Licensed Premises or the Building occasioned by the useLicense Area, transportation, storage, spillage or discharge thereon, therein or therefrom of except to such extent that any Hazardous Materials, whether by Licensee or by its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, licensees, agents or contractors; (vi) any use, generation, manufacture, storage, or release of any Hazardous Materials in or about the Licensed Premises, the Building or the land, or the groundwater thereof, or any discharge of toxic or hazardous sewage or waste materials such claim arises from the Licensed Premises into any sanitary sewer system serving the Licensed Premises or the Building, whether by Licensee or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors; and (vii) any other act or omission caused by the gross negligence or willful misconduct of Licensee, its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors. Licensee’s indemnity obligations under this Section 8(e) arising prior to the expiration, termination or earlier revocation of this License shall survive any such expiration, termination or revocation.willful

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 save "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 harmless Licensor, and its affiliatesany partner, officersofficer, directorsagent, partners, members, shareholders, employees employee and agents 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 and all actual, out-of-pocket liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees (collectively, “Losses”) (but not against any one of the same Licensor Indemnitees is liable to the claimant (other than to the extent that an act caused by or omission of arising from a Licensor Indemnitee’s gross negligence or any of its affiliates, officers, directors, partners, members, shareholders, employees or agents gave rise thereto), arising directly or indirectly from or out willful misconduct) by reason of (i) any failure 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 act or omission 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, (iii) violation of or failure to observe or perform any of the termscondition, provisions, covenants provision or conditions agreement of this License Agreement on Licensee’s part to be performed; (ii) any accidentobserved or performed hereunder, injury or damage caused by Licensee and/or any of its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors, that shall happen at, in or upon the Licensed Premises; (iii) any matter or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by Licensee and/or any of its officers, directors, partners, members, shareholders, employees, visitors, invitees, licensees, agents or contractors, of the Licensed Premises, or the operation of Licensee’s business conducted therefrom; and (iv) any failure Licensee’s manner of Licensee and/or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees or agents to comply with any applicable Laws; (v) any contamination use and occupancy of the Licensed Premises or the Building occasioned by the useLicense Area, transportation, storage, spillage or discharge thereon, therein or therefrom of except to such extent that any Hazardous Materials, whether by Licensee or by its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, licensees, agents or contractors; (vi) any use, generation, manufacture, storage, or release of any Hazardous Materials in or about the Licensed Premises, the Building or the land, or the groundwater thereof, or any discharge of toxic or hazardous sewage or waste materials such claim arises from the Licensed Premises into any sanitary sewer system serving the Licensed Premises or the Building, whether by Licensee or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors; and (vii) any other act or omission caused by the gross negligence or willful misconduct of Licensor. 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 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 manner growing out of, resulting from or connected with the use, condition or occupancy of, the Premises, if caused by any negligent act or willful misconduct of Licensor or its officers, directorsagents, partners, memberscontractors, shareholders employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensor is legally responsible (other than Licensor or any affiliate of LicensorLicensee), employees(ii) violation by Licensor of any contract or agreement to which 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, visitors, invitees, licensees, agents provision or contractors. Licensee’s indemnity obligations under this Section 8(e) arising prior to the expiration, termination or earlier revocation agreement of this License Agreement on Licensor’s part to be observed or performed hereunder. In addition, and to the extent applicable, if Licensor is the beneficiary of an indemnity or release from the landlord under a Lease, Licensor shall survive any use commercially reasonable efforts to similarly indemnify or release Licensee, to the extent Licensor actually receives the benefit of such expiration, termination indemnity or revocationrelease.

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 save “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 harmless Licensor, and its affiliatesany partner, officersofficer, directorsagent, partners, members, shareholders, employees employee and agents 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 and all actual, out-of-pocket liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees (collectively, “Losses”) (but not against any one of the same Licensor Indemnitees is liable to the claimant (other than to the extent that an act caused by or omission of arising from a Licensor Indemnitee’s negligence or any of its affiliates, officers, directors, partners, members, shareholders, employees or agents gave rise thereto), arising directly or indirectly from or out willful misconduct) by reason of (i) any failure 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 of the termscondition, provisions, covenants provision or conditions agreement of this License Agreement on Licensee’s part to be performed; observed or performed hereunder. Licensor shall similarly indemnify, defend and hold Licensee, and any partner, officer, agent, employee and director of Licensee (iithe “Licensee Indemnitees”) harmless from and shall defend the Licensee Indemnitees against all claims made or judicial or administrative actions filed which allege that any accident, injury or damage caused by one of the Licensee and/or any of its officers, directors, partners, members, shareholders Indemnitees is liable to the claimant (other than Licensor 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 affiliate of Licensor), employees, visitors, invitees, licensees, agents other thing occurring on or contractors, that shall happen at, in or upon about the Licensed Premises; (iii) any matter or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by Licensee and/or any of its officers, directors, partners, members, shareholders, employees, visitors, invitees, licensees, agents or contractors, of the Licensed Premises, or the operation of Licensee’s business conducted therefrom; (iv) in any failure of Licensee and/or its officersmanner growing out of, directors, partners, members, shareholders (other than Licensor resulting from or any affiliate of Licensor), employees or agents to comply connected with any applicable Laws; (v) any contamination of the Licensed Premises or the Building occasioned by the use, transportationcondition or occupancy of, storage, spillage or discharge thereon, therein or therefrom of any Hazardous Materials, whether by Licensee or by its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, licensees, agents or contractors; (vi) any use, generation, manufacture, storage, or release of any Hazardous Materials in or about the Licensed Premises, the Building or the land, or the groundwater thereof, or any discharge of toxic or hazardous sewage or waste materials from the Licensed Premises into any sanitary sewer system serving the Licensed Premises or the Building, whether by Licensee or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors; and (vii) any other act or omission if caused by the gross negligence any negligent act or willful misconduct of Licensee, Licensor or its officers, directorsagents, partners, memberscontractors, shareholders employees, permitted assignees, licensees, sublessees, invitees or any other person or entity for whose conduct Licensor is legally responsible (other than Licensor or any affiliate of LicensorLicensee), employees(ii) violation by Licensor of any contract or agreement to which 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, visitors, invitees, licensees, agents provision or contractors. Licensee’s indemnity obligations under this Section 8(e) arising prior to the expiration, termination or earlier revocation agreement of this License Agreement on Licensor’s part to be observed or performed hereunder. In addition, to the extent that Licensor is the beneficiary of an indemnity or release from the landlord under a Lease, Licensor shall survive any such expiration, termination similarly indemnify or revocationrelease Licensee.

Indemnification of Licensor. Licensee shall defend, indemnify and indemnify, save and hold harmless Licensoreach of the Licensor Parties from, against and its affiliates, officers, directors, partners, members, shareholders, employees and agents from and against with respect to any and all actualLosses for which any Licensor Party may become liable, outor 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, whether of omission or commission, which may be suffered or committed, directly or indirectly, arising out of or related or attributable to (i) the manufacture, sale, offer for sale, marketing, advertising, promotion, distribution, importation or use of any Product by Licensee or its sub-of-pocket liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs licensees and expenses of every kind or natureAffiliates, including reasonable attorneys’ fees injury to any Person or property caused by a Product or its use, (collectivelyii) 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, “Losses”(iii) use by Licensee or any of its sub-licensees or Affiliates of any trademark, trade name, logo or design (but not against including the Marks) on any Product, or (iv) Licensee's breach of the representations and warranties set forth in Article 4 of this Agreement. Notwithstanding the foregoing, nothing contained in the foregoing sentence shall obligate or be construed to obligate Licensee to indemnify any of the same Licensor Parties for any of the Licensor Parties' actions or omissions prior to the extent that an act 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 of its affiliates, officers, directors, partners, members, shareholders, employees or agents gave rise thereto), arising directly or indirectly from or out of (i) any failure by claim against the same that occurred prior to the Effective Date. A Licensor Party shall notify Licensee to perform any within a reasonable time of the terms, provisions, covenants or conditions receipt of this License on Licensee’s part to be performed; (ii) any accident, injury or damage caused Notice by Licensee and/or any of its officers, directors, partners, members, shareholders (other than such Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors, that shall happen at, in or upon the Licensed Premises; (iii) any matter or thing growing out Party of the conditionmaking or instituting of a claim or Legal Proceeding under this Section 5.1, occupationLicensee shall have the option of contesting or defending any claim or Legal Proceeding by counsel acceptable to the Licensor Party, maintenancewhich acceptance shall not be unreasonably withheld, alteration, repair, use and each such Licensor Party shall reasonably cooperate in such contest or operation by Licensee and/or any of its officers, directors, partners, members, shareholders, employees, visitors, invitees, licensees, agents or contractors, of defense at the Licensed Premises, or the operation sole expense of Licensee’s business conducted therefrom; (iv) any failure of . The Licensee shall bear all reasonable expenses in connection with the defense and/or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees or agents to comply with any applicable Laws; (v) any contamination of the Licensed Premises or the Building occasioned by the use, transportation, storage, spillage or discharge thereon, therein or therefrom settlement of any Hazardous Materialssuch claim or Legal Proceeding, whether by except that if a Licensor Party desires to retain its own counsel to participate in the defense of such claim or Legal Proceeding, it may do so at its own expense. Provided that Licensee shall within a reasonable time after such Notice diligently contest or by its officers, directors, partners, members, shareholders (other than Licensor defend any claim or any affiliate of Licensor), employees, licensees, agents or contractors; (vi) any use, generation, manufacture, storage, or release of any Hazardous Materials in or about the Licensed PremisesLegal Proceeding, the Building Licensor Party shall not settle or compromise such claim or Legal Proceeding except with the land, or the groundwater thereof, or any discharge of toxic or hazardous sewage or waste materials from the Licensed Premises into any sanitary sewer system serving the Licensed Premises or the Building, whether by Licensee or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors; and (vii) any other act or omission caused by the gross negligence or willful misconduct consent of Licensee, its officerswhich consent shall not be unreasonably withheld, directorsconditioned or delayed. If Licensee shall not within a reasonable time after such Notice diligently contest or defend any claim or Legal Proceeding, partnersany Licensor Party may contest or defend such claim or Legal Proceeding and may, memberswithout the consent of Licensee, shareholders (other than settle or compromise such claim or Legal Proceeding, in which case Licensee shall bear all reasonable expenses incurred by any Licensor or any affiliate Party in connection with the defense and/or settlement of Licensor), employees, visitors, invitees, licensees, agents or contractors. Licensee’s indemnity obligations under this Section 8(e) arising prior to the expiration, termination or earlier revocation of this License shall survive any such expiration, termination claim or revocationLegal Proceeding.

Indemnification of Licensor. Licensee shall defend, indemnify and hereby agrees to save and hold harmless Licensor, Licensor and its affiliates, officers, directors, partners, members, shareholdersmanagers, representatives, agents and employees (“Indemnitees”) harmless of and agents from and to indemnify them against any and all actualclaims, out-of-pocket liabilitiessuits, obligationsinjuries, losses, damages, injunctions, suits, actions, fines, penalties, claimsliability, demands, costs damages and expenses of every kind or nature(including, including subject to subparagraph D below, Licensor’s reasonable attorneys’ fees (collectivelyand expenses) which any Indemnitee may incur or be obligated to pay, “Losses”) (but not or for which any Indemnitee 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 the same to the extent omission or commission, that an act may be committed or omission of Licensor suffered by Licensee or any of its affiliatesservants, officersagents or employees in connection with Licensee’s performance of this Agreement, directors, partners, members, shareholders, employees or agents gave rise thereto), including but not limited to those arising directly or indirectly from or out of (i) any failure by Licensee to perform use of any of Licensor’s intellectual property by Licensee, its subsidiaries and/or affiliates or sub-licensees in connection with the terms, provisions, covenants or conditions of Licensed Products not expressly authorized under this License on Licensee’s part to be performed; Agreement (ii) any accident, injury the sale or damage caused by Licensee and/or any use of its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors, that shall happen at, in or upon the Licensed Premises; Products, (iii) any matter allegedly unauthorized use of any patent, process, idea, method, or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by Licensee and/or any of its officers, directors, partners, members, shareholders, employees, visitors, invitees, licensees, agents or contractors, of device in connection with the Licensed PremisesProducts except as authorized by this Agreement, or the operation of Licensee’s business conducted therefrom; (iv) any claims, suits, losses and damages arising out of alleged defects in the Licensed Products, (v) any failure of Licensee and/or its officersLicensee, directors, partners, members, shareholders (other than Licensor or any affiliate person, firm, or entity acting under or through Licensees, to comply with the provisions of Licensor), employees this Agreement or agents to comply with any applicable Laws; laws, rules and regulations (vincluding, without limitation all SEC regulations), (vi) the manufacture, labeling, sale, distribution or advertisement of any contamination Licensed Product by Licensee in violation of the Licensed Premises any national, state or local law or regulation or the Building occasioned by breach of Article 5 hereof, or (vii) the usedeath of, transportationor injury to, storagepersons or damage to property, spillage or discharge thereonand (viii) third party claims of infringement of intellectual property rights, therein or therefrom of any Hazardous Materialsincluding copyrights, whether by Licensee or by its officers, directors, partners, members, shareholders trademark (other than Licensor or any affiliate of Licensorthe Licensed Xxxx), employeestrade 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, licenseessuit, agents injury, loss, liability, demand, damage or contractors; (vi) any use, generation, manufacture, storage, or release expense arises out of any Hazardous Materials in or about the Licensed Premises, the Building or the land, or the groundwater thereof, or any discharge of toxic or hazardous sewage or waste materials from the Licensed Premises into any sanitary sewer system serving the Licensed Premises or the Building, whether by Licensee or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors; and (vii) any other act or omission caused by the gross negligence or willful misconduct of Licensee, its officers, directors, partners, members, shareholders (other than Licensor. Licensee shall give Licensor or any affiliate prompt written notice of Licensor), employees, visitors, invitees, licensees, agents or contractors. Licensee’s indemnity obligations under this Section 8(e) arising prior to the expiration, termination or earlier revocation of this License shall survive any such expirationclaim, termination demand or revocationsuit.