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 wrongful or negligent use by Licensee of the Mark or (b) any use, sale or other disposition of the Manxxxxtured Products and/or Licensee's products by Licensee or by any other party.
Sample 1See All (5)
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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.
Sample 1Sample 2See All (4)
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
Sample 1
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:
Sample 1
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 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.
Sample 1
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.
Sample 1
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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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Related to INDEMNITY OF LICENSOR

  • Indemnification of Licensee Drake hereby agrees to indemnify and hold Licensee harmless from and against any and all liabilities, losses, costs, expense, damages, and deficiencies during the term of this Agreement, including, without limitation, court costs and reasonable attorney fees, which directly or indirectly arise out of, result from or relate to any and all liabilities, obligations, or claims, whether accrued, absolute, contingent, or otherwise, which have as a basis the intellectual property ownership of the Software. Licensee agrees to notify Drake of such claims in writing within thirty (30) days of becoming aware of said claim.

  • 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 Licensee’s use of the Licensed Software infringes on any intellectual property rights of such third party, provided, however, that Licensee’s use is consistent with the terms of this Agreement and that the Action is not caused by the use of the Licensed Software or any component thereof in combination with any other system, equipment or Software where but for such use, the Action for infringement would not lie. 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).

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation (a) The rights of indemnification and to receive advancement 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 Charter, the Bylaws, any agreement, a vote of stockholders or a resolution of directors, 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 or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws 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.

  • 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.

  • Indemnification Exclusive Remedy In the absence of fraud, and -------------------------------- except for non-monetary equitable relief, if the Closing occurs, indemnification pursuant to the provisions of this Article 10 shall be the sole and exclusive remedy of the parties for any breach of any representation or warranty contained in this Agreement.

  • Standard of Liability Indemnifications Confidential material redacted and filed separately with the Commission.

  • Warranties and Indemnification Employee warrants that he is not a party to any contract, restrictive covenant, or other agreement purporting to limit or otherwise adversely affecting his ability to secure employment with any third party. Alternatively, should any such agreement exist, Employee warrants that the contemplated services to be performed hereunder will not violate the terms and conditions of any such agreement. In either event, Employee agrees to fully indemnify and hold the Company harmless from any and all claims arising from, or involving the enforcement of, any such restrictive covenants or other agreements.

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