INDEMNITY OF LICENSOR Sample Clauses

INDEMNITY OF LICENSOR. Licensee agrees to defend, indemnify and hold Licensor, its officers, directors, employees and agents, harmless against all claims, liabilities, demands, damages, expenses or losses arising out of or connected with (a) the use by Licensee of the Marks or (b) any use, sale or other disposition of Licensee's Products by Licensee or by any other party.
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INDEMNITY OF LICENSOR. Licensee agrees to defend, indemnify and in hold Licensor, its officers, directors, employees and agents harmless, against all claims, liabilities, demands, damages, expenses or losses arising out of or connected with (a) the use by Licensee of the Xxxx or (b) any use, sale or other disposition of Licensee's products by Licensee or by any other party.
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INDEMNITY OF LICENSOR. LICENSEE SHALL BE LIABLE TO LICENSOR, AND, AS A SEPARATE AND INDEPENDENT COVENANT, SHALL INDEMNIFY AND HOLD HARMLESS LICENSOR, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTS, AND EACH OF THEM (COLLECTIVELY, THE "LICENSOR GROUP") FROM AND AGAINST ANY AND ALL CLAIMS, CLAUSES OF ACTION, PROCEEDINGS, LOSSES, COSTS, LIABILITIES, DAMAGES AND EXPENSES (INCLUDING LEGAL FEES ON A SOLICITOR AND HIS OWN CLIENT FULL INDEMNITY BASIS) WHATSOEVER WHICH MAY BE BROUGHT AGAINST LICENSOR GROUP, OR ANY OF THEM, OR WHICH ANY OF THEM MAY SUFFER, SUSTAIN, PAY OR INCUR, ARISING OUT OF, RELATING TO, OR IN CONNECTION WITH: (A) ANY AGREEMENT, ARRANGEMENT OR SOFTWARE LICENSE AND/OR MAINTENANCE AGREEMENT BETWEEN LICENSEE AND ITS RESELLERS, DISTRIBUTORS AND CLIENTS FOR THE SOFTWARE AND (B) CLAIMS BY THIRD PARTIES THAT THE SOFTWARE INFRINGES SUCH THIRD PARTY RIGHTS AS A RESULT OF: 1. CHANGES MADE TO THE SOFTWARE IN ACCORDANCE WITH LICENSEE'S WRITTEN SPECIFICATIONS OR USE OF ITS DATA; 2. LICENSEE'S USE OF THE SOFTWARE IN COMBINATION WITH ANY PRODUCTS NOT SUPPLIED OR RECOMMENDED BY LICENSOR; 3. LICENSEE OR ITS CLIENTS' USE OF THE SOFTWARE CONTRARY TO THE DOCUMENTATION; 4. LICENSEE OR CLIENTS' FAILURE TO USE THE MOST CURRENT VERSION OF THE SOFTWARE WITHIN A REASONABLE TIME AFTER BEING INSTRUCTED TO DO SO TO AVOID AN INFRINGEMENT CLAIM; 5. LICENSEE OR ITS RESELLERS, DISTRIBUTORS OR CLIENTS, OR ANY OTHER THIRD PARTY MODIFYING OR ALTERING THE SOFTWARE IN ANY WAY; OR 6. LICENSEE'S IMPROPER INSTALLATION OR USE OF THE SOFTWARE OR THIRD PARTY SOFTWARE OR BREACH OF ANY TERMS AND CONDITIONS IN ANY THIRD PARTY SOFTWARE LICENSE AGREEMENTS.
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INDEMNITY OF LICENSOR. Licensee Bees to defend, indemnify and hold Licensor, its officers, directors, employees and agents, harmless against all claims, liabilities, demands, damages, expenses or losses arising out of or connected with (a) the wrongful or negligent use by Licensee of the Xxxx or (b) any use, sale or other disposition of Licensee's products by Licensee or by any other party.
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INDEMNITY OF LICENSOR. Licensee agrees to indemnify and hold Licensor harmless from and against any loss, claim, damage cost, expense (including reasonable attorneys' fee) or liability worldwide to third parties arising out of or in connection with promotion, marketing and distribution of goods and services under the Licensed Marks which are in violation of the terms of this Agreement, provided that (a) Licensor promptly notifies Licensee in writing of any such claim and (b) permits Licensee to assume sole control of the defense and/or settlement of such claim, subject to Licensee's cooperation with Licensor to protect the reputation for quality and integrity associated with the Licensed Marks. Licensee shall defend or settle any such claim at Licensee's expense and with Licensee's choice of counsel. Licensor shall cooperate with Licensee, at Licensee's expense, in defending or settling such claim, and Licensor may join in defense with counsel of its choice at Licensor's expense. Licensor may not settle any claim without Licensee's consent.
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INDEMNITY OF LICENSOR. Licensor does hereby indemnify Licensee against and agrees to save and hold Licensee and its officers and directors harmless of and from any and all losses, liability, damages and expenses (including reasonable attorney's fees and expenses) for which they or any of them may become liable or may incur to be compelled to pay or shall pay in a settlement mutually acceptable to Licensor and Licensee, subject to the limitations set forth below, in connection with (a) Licensee's use of the Licensed xxxx on Licensed Products therein in accordance with this Agreement and (b) from any breach of any representation or warranty made by Licensor hereunder. Licensor's liability shall be limited to $3,000,000.00. Licensee shall give prompt notice to Licensor of any claim, action or suit that may give rise to Liability hereunder, provided Licensor shall acknowledge in writing its obligation hereunder with respect thereto, Licensor shall have the option to defend any such claim, action or suit including, but not limited to, the right to select counsel, control the defense, assert counterclaims and crossclaims, bond any lien or judgment, take any appeal, and to settle on such terms as Licensor deems advisable. The provisions of this paragraph and the obligations of Licensor set forth therein shall survive expiration or other termination of this Agreement.
Sample 1
INDEMNITY OF LICENSOR. LICENSEE SHALL INDEMNIFY AND HOLD HARMLESS LICENSOR FROM AND AGAINST ANY AND ALL PROCEEDINGS, ACTIONS OR DEMANDS, LOSSES, COSTS AND LIABILITIES THAT LICENSOR MAY SUFFER, SUSTAIN OR INCUR, AS A RESULT OF, OR ARISING OUT OF CLAIMS BY THIRD PARTIES THAT THE SOFTWARE INFRINGES SUCH THIRD PARTY RIGHT AS A RESULT OF: 1. CHANGES MADE TO THE SOFTWARE IN ACCORDANCE WITH LICENSEE'S WRITTEN SPECIFICATIONS OR USE OF ITS DATA; 2. LICENSEE'S USE OF THE SOFTWARE IN COMBINATION WITH ANY PRODUCTS NOT SUPPLIED OR RECOMMENDED BY LICENSOR; 3. LICENSEE'S USE OF THE SOFTWARE CONTRARY TO THE DOCUMENTATION; 4. LICENSEE'S FAILURE TO USE THE MOST CURRENT VERSION OF THE SOFTWARE WITHIN A REASONABLE TIME AFTER BEING INSTRUCTED TO DO SO TO AVOID AN INFRINGEMENT CLAIM; 5. LICENSEE MODIFYING OR ALTERING THE SOFTWARE IN ANY WAY; OR
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INDEMNITY OF LICENSOR. Save for the willful or negligent act of the Licensor or those for whom it is at law responsible, the Licensee shall indemnify and save harmless the Licensor against all actions, suits, claims, damages, costs and liabilities arising out of or as a result of: (a) any loss, cost (including, without limitation, lawyer's fees and disbursements), expenses and damage suffered by the Licensor arising from any breach by the Licensee or any of its covenants and obligations under this License; (b) any damage arising from the conduct of any work or any willful or negligent act or omission of the Licensee, its servants, agents, employees or contractors, or by the failure of any or all of the Equipment; (c) all claims for bodily injury or death, property damage or other loss or damage arising from the conduct of any work or any act or omission of the Licensee or any assignee, sub-Licensee, agent, employee, contractor, invitee or licensee of the Licensee, and in respect of all costs, expenses and liabilities incurred by the Licensor in connection with or arising out of all such claims, including the expenses of any action or proceeding pertaining thereto; (d) any damage to the Licensee's Equipment or System or the interruption of service; Xxxx Canada Site License Agreement 0000 Xxxxxxxxxx Xxxxx
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INDEMNITY OF LICENSOR. The Licensee agrees to indemnify and save harmless the Licensor in respect of all claims for bodily injury or death, property damage, or other loss or damage arising from the conduct of any act or omission of the Licensee or any invitee of the Licensee, and in respect of all costs, expenses, and liabilities incurred by the Licensor in connection with or arising out of all such claims, including the expenses of any action or proceeding pertaining to them (including legal fees on a full indemnity basis), and in respect of any loss, costs, expense, or damage suffered or incurred by the Licensor arising from any breach by the Licensee of any of its covenants and obligations under this Agreement. This indemnity will survive the expiry or termination of this Agreement.
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Related to INDEMNITY OF LICENSOR

  • Indemnification of Licensee Subject to Section 9.3 below, TeneoBio agrees to indemnify, hold harmless and defend Licensee, its Affiliates and their respective directors, officers, employees and agents (each, a “Licensee Indemnitee”) from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) payable to unaffiliated Third Parties, incurred by Licensee Indemnitees in connection with any and all suits, investigations, claims or demands of a Third Party (collectively, “Third Party Claims”) (A) alleging the use by TeneoBio of UniRat to generate the Antibodies infringed or misappropriated such Third Party’s intellectual property rights, (B) to the extent arising out of the breach by TeneoBio of any of its representations, warranties or covenants set forth in this Agreement or (C) to the extent arising out of the gross negligence or willful misconduct of any TeneoBio Indemnitee. Notwithstanding anything to the contrary herein, in no event shall TeneoBio be obligated to indemnify Licensee Indemnitees for any Third Party Claims to the extent such Third Party Claims would be subject to indemnification by Licensee pursuant to Section 9.2(b) or (c).

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement or (b) that use of the Licensed Marks by Licensee in accordance with the terms and conditions of this Agreement infringes or otherwise violates a third party’s Trademarks. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • Intellectual Property Warranty and Indemnification Contractor represents and warrants that any materials or deliverables, including all Deliverable Materials, provided under this Contract are either original, or not encumbered, and do not infringe upon the copyright, trademark, patent or other intellectual property rights of any third party, or are in the public domain. If Deliverable Materials provided hereunder become the subject of a claim, suit or allegation of copyright, trademark or patent infringement, City shall have the right, in its sole discretion, to require Contractor to produce, at Contractor’s own expense, new non-infringing materials, deliverables or works as a means of remedying any claim of infringement in addition to any other remedy available to the City under law or equity. Contractor further agrees to indemnify, defend, and hold harmless the City, its officers, employees and agents from and against any and all claims, actions, costs, judgments or damages, of any type, alleging or threatening that any Deliverable Materials, supplies, equipment, services or works provided under this contract infringe the copyright, trademark, patent or other intellectual property or proprietary rights of any third party (Third Party Claim of Infringement). If a Third Party Claim

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless the INFI Indemnitees from and against any and all losses, damages, fees, expenses, settlement amounts or costs (including reasonable legal expense, attorneys’ fees and witness fees) (“Losses”) relating to or in connection with a Third Party claim to the extent arising out of (a) the research, development, manufacture or commercialization of the IPI-145 Compound or the IPI-145 Product by Licensee, any Licensee Affiliate, any Sublicensee, INFI (to the extent properly acting in accordance with Licensee’s express direction) or any of their respective employees, consultants, contractors, subcontractors or agents after the Effective Date, including any actual or alleged death, personal bodily injury or damage to real or tangible personal property, or other product liability claimed to result from the IPI-145 Product Researched, Developed, Manufactured or Commercialized by or on behalf of Licensee or any of its Affiliates or any Sublicensee, (b) any breach by Licensee of any of its representations, warranties, covenants or obligations under this Agreement, or (c) any negligent act or omission or willful misconduct of Licensee, any of its Affiliates or any Sublicensee, or any of their respective employees, consultants, contractors, subcontractors or agents, in performing Licensee’s obligations or exercising Licensee’s rights under this Agreement; except that the foregoing indemnity shall not apply with respect to any INFI Indemnitee to the extent that any such Losses (x) are caused by the gross negligence or willful misconduct of any INFI Indemnitee, or (y) are otherwise subject to an obligation by INFI to indemnify the Licensee Indemnitees under Section 10.2.

  • Intellectual Property Indemnification by Vendor Procedures Related to Indemnification. In the event that an indemnity obligation arises, Vendor shall pay all amounts set forth in Section 14 and 15 above (including any settlements) and – if it has accepted its indemnity obligation without qualification – control the legal defense to such claim or cause of action, including without limitation attorney selection, strategy, discovery, trial, appeal, and settlement, and TIPS shall, at Vendor’s cost and expense (with respect to reasonable out of pocket costs and expenses incurred by TIPS which shall be reimbursed to TIPS by Vendor), provide all commercially reasonable assistance requested by Vendor. In controlling any defense, Vendor shall ensure that all assertions of governmental immunity and all applicable pleas and defenses shall be promptly asserted.

  • Survival of Warranties and Indemnifications All warranties and indemnifications will survive the termination of this Agreement.

  • Intellectual Property Infringement Indemnification 1.1 We will defend you against any third party claim(s) that the Tyler Software or Documentation infringes that third party’s patent, copyright, or trademark, or misappropriates its trade secrets, and will pay the amount of any resulting adverse final judgment (or settlement to which we consent). You must notify us promptly in writing of the claim and give us sole control over its defense or settlement. You agree to provide us with reasonable assistance, cooperation, and information in defending the claim at our expense. 1.2 Our obligations under this Section G(1) will not apply to the extent the claim or adverse final judgment is based on your use of the Tyler Software in contradiction of this Agreement, including with non-licensed third parties, or your willful infringement. 1.3 If we receive information concerning an infringement or misappropriation claim related to the Tyler Software, we may, at our expense and without obligation to do so, either: (a) procure for you the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent, in which case you will stop running the allegedly infringing Tyler Software immediately. Alternatively, we may decide to litigate the claim to judgment, in which case you may continue to use the Tyler Software consistent with the terms of this Agreement. 1.4 If an infringement or misappropriation claim is fully litigated and your use of the Tyler Software is enjoined by a court of competent jurisdiction, in addition to paying any adverse final judgment (or settlement to which we consent), we will, at our option, either: (a) procure the right to continue its use; (b) modify it to make it non-infringing; or (c) replace it with a functional equivalent. This section provides your exclusive remedy for third party copyright, patent, or trademark infringement and trade secret misappropriation claims.

  • Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation (a) The rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Certificate of Incorporation, the By-laws, any agreement, a vote of stockholders, a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy. (b) To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with the terms of such policies. (c) In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. (d) The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise. (e) The Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.

  • Intellectual Property Indemnification Supplier agrees to defend, indemnify, and hold harmless DXC and its affiliates, subsidiaries, assigns, agents, subcontractors, distributors and customers (collectively “Indemnitees”) from and against all claims, losses, demands, fees, damages, liabilities, costs, expenses, obligations, causes of action, suits, or injuries, of any kind or nature, arising from: (i) any claim that Supplier’s Products or Services, or the use, sale or importation of them, infringes any intellectual property right. Without limiting the foregoing, Supplier will pay all costs, damages and expenses (including reasonable attorneys’ fees) incurred by DXC and/or its Indemnitees and will pay any award with respect to any such claim or agreed to in settlement of that claim.

  • Limitation of Liability of Sub-Adviser and Indemnification Sub-Adviser shall not be liable for any costs or liabilities arising from any error of judgment or mistake of law or any loss suffered by the Fund or the Trust in connection with the matters to which this Contract relates except a loss resulting from willful misfeasance, bad faith or gross negligence on the part of Sub-Adviser in the performance by Sub-Adviser of its duties or from reckless disregard by Sub-Adviser of its obligations and duties under this Contract. Any person, even though also an officer, partner, employee, or agent of Sub-Adviser, who may be or become a Trustee, officer, employee or agent of the Trust, shall be deemed, when rendering services to a Fund or the Trust or acting with respect to any business of a Fund or the Trust to be rendering such service to or acting solely for the Fund or the Trust and not as an officer, partner, employee, or agent or one under the control or direction of Sub-Adviser even though paid by it.

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