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.
Appears in 3 contracts
Samples: Real Estate License Agreement (Classmates Media CORP), Real Estate License Agreement (Classmates Media CORP), Real Estate License Agreement (Classmates Media CORP)
Indemnification of Licensor. Licensee shall indemnify, defend and hold harmless Licensor, and its partnersany partner, membersofficer, shareholdersagent, officers, directors, agents employee and employees director of Licensor (the "Licensor Indemnitees") harmless from and shall defend Licensor Indemnitees against all third party claims made or judicial or administrative actions filed which allege that any one of the Licensor Indemnitee Indemnitees 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 any License Area or the any Premises, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of of, the License Area or the any Premises, to the extent if caused by any act or arising from the recklessness or willful misconduct omission of Licensee or its agents, partners, members, shareholders, officers, directors, agentscontractors, employees, contractors, permitted assignees, licensees, sublessees, invitees or any other Person person or entity for whose conduct Licensee is legally responsible, (ii) any breach violation by Licensee under this Agreementof any contract or agreement to which Licensee is a party in each case affecting any License Area or the occupancy or use thereof by Licensee, or (iii) violation of or failure to observe or perform any condition, provision or agreement of this Master License Agreement on Licensee's part to be observed or performed hereunder, and (iv) Licensee's manner of use and occupancy of the License Area or use of the PremisesArea, except to such extent that any such claim is caused by or arises from the recklessness negligence or willful wilful misconduct of any Licensor IndemniteeLicensor.
Appears in 1 contract
Samples: Master License Agreement (PWCC LTD)