Indemnity by Licensor. A limited indemnity. This at ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ , ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ ■ .
Indemnity by Licensor. Licensor shall indemnify, defend and hold harmless each Licensee from any and all liability, claims, demands, expenses (including reasonable attorney fees), direct losses or damages, fines, penalties, judgments and costs, but not including consequential, incidental or punitive damages or lost profits, in each case, arising from: (a) any allegation that such Licensee’s proper use of the Licensed Trademarks in accordance with this Agreement infringes the trademark rights of any Third Party; (b) Licensor’s negligence in the advertising, sale, installation or maintenance of Licensed Products; or (c) any violation of law by Licensor or its employees or agents related to the Licensed Products (collectively, “Licensor Indemnity Claim”). If a Licensee receives notice or knowledge of a Licensor Indemnity Claim, such Licensee shall, as soon as possible, report to Licensor in writing the details of such claim and take no further steps with respect to such matter pending instructions from Licensor. Licensor shall not be liable to indemnify any Licensee for any settlement of any Licensor Indemnity Claim effected without the Licensor’s express prior written consent. With respect to matters within clause (a) above, Licensor may decide in its sole discretion what steps should be taken to address such matter and will solely conduct and control any action(s) taken in response to such matter. Any applicable Licensee shall join as a party in any such legal proceedings where necessary for the conduct thereof at Licensor’s cost and expense, except for any costs incurred by such Licensee if it retains its own attorneys which shall be paid by such Licensee. Such Licensee will provide or procure reasonable assistance as Licensor may reasonably request in defense of any Licensor Indemnity Claim.
Indemnity by Licensor. Licensor shall defend, indemnify and hold harmless Licensee and its officers, directors, employees, shareholders, agents, successors and assigns from and against any and all Losses, as incurred, resulting from, or arising out of (i) any claim, suit, action or proceeding against Licensee which alleges that any Licensor IP or deliverable hereunder infringes upon, misappropriates or violates any patents, copyrights, trademarks or trade secret rights or other proprietary rights of persons, firms or entities who are not parties to this Agreement (an “Infringement Claim”); (ii) any gross negligence, willful misconduct or misrepresentation by Licensor or its representatives; or (iii) any material breach of this Agreement by Licensor, its officers, directors, employees, principal shareholders or Affiliates. Notwithstanding anything to the contrary in this Agreement, the use of any extracts, seeds, plants or propagation materials of the TO Strains provided by Licensor pursuant to Section 2.6 above, and any reproduction thereof, shall be tested on a regular basis by Licensee, and any use thereof shall be at the sole risk of Licensee with respect to medical risk.
Indemnity by Licensor. Licensor shall indemnify, defend at its expense and hold harmless Licensee 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 Licensor of this Agreement; (ii) any negligence or willful misconduct by Licensor; or (iii) any Action against Licensor or its Affiliates on the basis of a product defect or similar claim related that is mistakenly directed at Licensee, except to the extent of Licensee’s indemnity obligation.
Indemnity by Licensor. Except as provided in subsection 7.12 below, Licensor of the technology shall defend and indemnify Licensee from and against any damages, liabilities, costs and expenses, including reasonable attorney's fees and court costs, arising out of any claim, involving Licensee's usages of the Licensed Products, or manufacturing of the products, which infringe a valid intellectual property right, or which represent a misappropriation of a trade secret of a third party; provided, however, that:
Indemnity by Licensor. Licensor shall defend, indemnify and hold harmless Sublicensor, Sublicensee and each of their respective Affiliates, and each of their respective members, managers, stockholders, officers, employees, agents, representatives and attorneys against any Loss (including without limitation any Loss first suffered by a customer of an Indemnified Party for which the Indemnified Party becomes responsible) arising from or in connection with (i) any claim that the Licensed Property, the Know-How, or the manufacture, sale, or use of Refined Coal produced using the Technology, infringes or misappropriates, directly or indirectly, a patent, trade secret, copyright, trademark or other intellectual property right of any third party (a “Third Party Rights Holder”); (ii) any challenge to the validity of any of the Patents or the rights granted to Sublicensee; and (iii) any breach by Licensor of the representations and warranties in Section 5.2 or any covenant or agreement by Licensor in this Agreement. Notwithstanding the foregoing, Licensor will not indemnify any Loss to the extent based upon: (1) an infringement or misappropriation of an intellectual property right of a Third Party Holder that would not exist but for (aa) the addition, use, or presence of any material, chemical, or other type of additives that is not: (xx) included as an element of the Refined Coal produced using the Technology as introduced into the cyclone boiler (excluding any element present in the coal prior to such coal being converted to Refined Coal, such as bromine); or (yy) present and inherent as the result of the conventional combustion of the Refined Coal in a cyclone boiler (e.g., oxygen or other constituents inherently produced in the combustion process); or (bb) the use of a process step or equipment in conjunction with the operation of the cyclone boiler that is unconventional or unique to the operator of the cyclone boiler; or (2) the use of the Licensed Property, Know-How or Technology after Licensor has provided US 1104947v.12 the Indemnified Party with replacement for or a modification of the Licensed Property, Know-How or Technology if the alleged infringement or misappropriation would have been avoided by implementation of such replacement or modification and such replacement or modification does not adversely affect the emissions control functionality of the Refined Coal in a cyclone boiler. If any portion of the Licensed Property, Know-How or Technology becomes, or in Licensor’s o...
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Indemnity by Licensor. Licensor, at its own expense, shall indemnify, defend, and hold harmless, Licensee, its affiliates, officers, directors, employees, agents, and other representatives from and against any judgments, losses, damages, liabilities, costs or expenses (including, but not limited to, reasonable attorneys’ fees and legal expenses) associated with or arising from (i) any breach or claimed breach of Licensor’s representations and warranties provided in this Agreement or from Licensor’s performance hereunder; (ii) any tortious or negligent act or omission by Licensor, its agents and/or independent contractors in connection with the performance or non-performance of this Agreement and/or any services provided pursuant to this Agreement; and (iii) any third party claim or action brought against Licensee or its Affiliates alleging that the Licensed Product infringes or violate in any manner any intellectual property right of any third party.
Indemnity by Licensor. Licensor shall indemnify and hold Licensee harmless from and against any and all claims, demands, causes of action or liabilities, of any nature whatsoever, arising out of or in connection with: (a) the failure of any one or more of the warranties, covenants and/or representations made by Licensor in this Agreement to be true and accurate; or (b) the failure by Licensor to perform fully and promptly any one or more of its obligations set forth herein.
Indemnity by Licensor. Licensor shall indemnify, defend and hold harmless Licensee, its Affiliates, and Licensee’s and its Affiliates’ directors, officers, employees and agents from and against all Losses asserted against them for which Licensee, its Affiliates or the directors, officers, employees or agents of either of them may become liable or incur or be compelled to pay and resulting from: (i) a defect caused by Licensor or any Licensor Affiliate in the Martek Products ordered by Licensee or any Licensee Affiliate or Designee from Licensor hereunder (excluding the determination of the safety and utility of the Martek Product relating to its use in a Licensee Product); (ii) the failure of Licensor or any Licensor Affiliate to manufacture the Martek Products ordered by Licensee or any Licensee Affiliate or Designee from Licensor in accordance with the Specifications; (iii) any negligence or intentional wrongdoing of Licensor or any Licensor Affiliate; or (iv) the material breach by Licensor of this Agreement, except to the extent that any such Losses result from of a material breach of any of the Licensee’s covenants, representations and warranties or other material terms and conditions contained herein.
