Indemnity by Licensee. Licensee shall indemnify, defend at its expense and hold harmless Licensor and its directors, officers, employees, agents and representatives from any third-party claims, losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys’ fees and costs of suit) to the extent arising out of or relating to (i) any breach by Licensee of this Agreement or any action or inaction by any sublicensee hereof that would breach this Agreement if committed by Licensee; (ii) any negligence or willful misconduct by Licensee; or (iii) any Action against Licensee on the basis of a product defect or similar claim that is mistakenly directed at Licensor; except to the extent of Licensor’s indemnity obligation.
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Samples: Trademark License Agreement, Trademark License Agreement (Vivint Solar, Inc.), Trademark License Agreement (Vivint Solar, Inc.)
Indemnity by Licensee. Licensee shall indemnify, defend at its expense and hold harmless Licensor and its directors, officers, employees, agents and representatives from any third-party claims, losses, liabilities, damages, awards, settlements, judgments, fees, costs or expenses (including reasonable attorneys’ fees and costs of suit) to the extent arising out of or relating to (i) any breach by Licensee of this Agreement or any action or inaction by any sublicensee hereof that would breach this Agreement if committed by Licensee; (ii) any negligence or willful misconduct by Licensee; or (iii) any Action against Licensee on the basis of a product defect or similar claim that is mistakenly directed at Licensor; , except to the extent of Licensor’s indemnity obligation.
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