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. 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 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. 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.