Common use of Licensee’s Indemnification Obligation Clause in Contracts

Licensee’s Indemnification Obligation. Regardless of any inspections conducted by or consents granted by Licensor and regardless of compliance by Licensee (or any Permitted Third Party Provider) with any standards promulgated hereunder, Licensee agrees to indemnify, defend and hold harmless Licensor, its Affiliates (including parent entities), and their respective stockholders, directors, officers, employees, agents and assignees from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, costs, fines, penalties, obligations, together with all reasonable costs and expenses incurred in connection with the foregoing (including, without limitation, court costs, litigation expenses and reasonable attorneys fees) (“Damages”) that any of them may suffer or incur (including pursuant to judgment or settlement) as a result of or relating to (a) Licensee’s use of the Licensed Copyrighted Works, (b) Licensee’s breach of any of the terms of this Agreement, and (c) the activities or omissions of Licensee or any of its stockholders, directors, officers, employees, agents and assignees; provided, however, that Licensor shall not be entitled to indemnification hereunder to the extent that the Damages being sought were caused by any breach of a representation or warranty of Licensor hereunder or act or omission of Licensor. If in the reasonable good faith judgment of Licensor, the Licensee fails to undertake and continue the defense of any of the foregoing, Licensor shall have the right (but not obligation) to make and continue such defense as it considers appropriate and to settle the underlying matter at the expense of Licensee. Nothing herein shall prevent Licensor from defending, if it so desires in its own discretion, any matter at its own expense through its own counsel, notwithstanding that the defense thereof may have been undertaken by Licensee.

Licensee’s Indemnification Obligation. Regardless of any inspections conducted by or consents granted by Licensor and regardless of compliance by Licensee (or any Permitted Third Party Provider) with any standards promulgated hereunder, Licensee agrees to indemnify, defend shall indemnify and hold harmless LicensorProsimo, its Affiliates (including parent entities), and their respective stockholdersofficers, directors, officers, employees, agents agents, representatives, and assignees from licensors from, and, at Licensee’s expense, shall defend Prosimo against, any loss, damage or expense (including reasonable and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, directly related legal costs, fines, penalties, obligations, together with all reasonable costs and expenses incurred in connection with the foregoing (including, without limitation, court costs, litigation expenses and reasonable attorneys fees) (“Damages”) that any of them may suffer Prosimo incurs or incur (including pursuant to judgment or settlement) becomes liable for as a result of any breach by Licensee, by any of its Authorized Users, or relating to (a) Licensee’s use of the Licensed Copyrighted Worksby its agents, (b) Licensee’s breach representatives, or others for whom Licensee is responsible, of any of the terms of this Agreement; any negligent, and (c) the activities reckless or omissions of willful act or omission by Licensee or by any of its stockholders, directors, officers, employees, Authorized Users or by its agents and assigneesor others for whom Licensee is responsible; provided, however, that Licensor shall not be entitled to indemnification hereunder to the extent that the Damages being sought were caused any failure by Licensee or by any breach of its Authorized Users or by its agents or others for whom Licensee is responsible to comply with applicable laws in performing under this Agreement; any misuse by Licensee or by any of its Authorized Users or by its agents or others for whom Licensee is responsible of the Software or of the Documentation; or, any claim made against Prosimo by any third party for which Prosimo is not liable under this Agreement, and which arises as a representation consequence of Use of the Software by Licensee or warranty by any of Licensor hereunder its Authorized Users or act by its agents or omission of Licensorothers for whom Licensee is responsible. If Licensee shall reimburse Prosimo for its expenses under this Section as they are incurred. Prosimo shall have the right, at its own expense, to participate in the reasonable good faith judgment of Licensor, the Licensee fails to undertake and continue the defense of any of the foregoingclaim, Licensor shall have the right (but not obligation) to make and continue such defense as action or proceeding against which it considers appropriate and to settle the underlying matter at the expense of is indemnified hereunder. Licensee. Nothing herein shall prevent Licensor from defending, if it so desires in its own discretion, any matter at its own expense through its own counsel, notwithstanding that the defense thereof may have been undertaken by Licenseeof any such claim, action, or proceeding arising under this Section shall not, except with the written consent of Prosimo obtained in advance, enter into any settlement which adversely affects Prosimo’s rights or which does not include, as an unconditional term, a release granted to Prosimo of all liabilities in respect of such claim, action or proceeding.

Licensee’s Indemnification Obligation. Regardless of any inspections conducted by or consents granted by Licensor and regardless of compliance by Licensee (or any Permitted Third Party Provider) with any standards promulgated hereunder, Licensee agrees to indemnify, defend and hold harmless Licensor, its Affiliates (including parent entities), and their respective stockholders, directors, officers, employees, agents and assignees from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, costs, fines, penalties, obligations, together with all reasonable costs and expenses incurred in connection with the foregoing (including, without limitation, court costs, litigation expenses and reasonable attorneys fees) (“Damages”) that any of them may suffer or incur (including pursuant to 12 judgment or settlement) as a result of or relating to (a) Licensee’s use of the Licensed Marks or the Licensed Copyrighted Works, (b) Licensee’s breach of any of the terms of this Agreement, and (c) the activities or omissions of Licensee or any of its stockholders, directors, officers, employees, agents and assignees; provided, however, that Licensor shall not be entitled to indemnification hereunder to the extent that the Damages being sought were caused by any breach of a representation or warranty of Licensor hereunder or act or omission of Licensor. If in the reasonable good faith judgment of Licensor, the Licensee fails to undertake and continue the defense of any of the foregoing, Licensor shall have the right (but not obligation) to make and continue such defense as it considers appropriate and to settle the underlying matter at the expense of Licensee. Nothing herein shall prevent Licensor from defending, if it so desires in its own discretion, any matter at its own expense through its own counsel, notwithstanding that the defense thereof may have been undertaken by Licensee.

Licensee’s Indemnification Obligation. Regardless of any inspections conducted by or consents granted by Licensor and regardless of compliance by Licensee (or any Permitted Third Party Provider) with any standards promulgated hereunder, Licensee agrees to indemnify, defend and hold harmless Licensor, its Affiliates (including parent entities), and their respective stockholders, directors, officers, employees, agents and assignees from and against any and all claims, demands, causes of action, damages, losses, liabilities, judgments, costs, fines, penalties, obligations, together with all reasonable costs and expenses incurred in connection with the foregoing (including, without limitation, court costs, litigation expenses and reasonable attorneys fees) (“Damages”) that any of them may suffer or incur (including pursuant to judgment or settlement) as a result of or relating to (a) Licensee’s use of the Licensed Marks or the Licensed Copyrighted WorksWorks (excluding any Damages that result from any claim, suit or proceeding involving an allegation that, if true, would result in a breach of any representation or warranty by Licensor set forth in Section 2.16 of the Purchase Agreement), (b) Licensee’s breach of any of the terms of this Agreement, and (c) the activities or omissions of Licensee or any of its stockholders, directors, officers, employees, agents and assignees; provided, however, that Licensor shall not be entitled to indemnification hereunder to the extent that the Damages being sought were caused by any breach of a representation or warranty of Licensor hereunder or act or omission of Licensor. If in the reasonable good faith judgment of Licensor, the Licensee fails to undertake and continue the defense of any of the foregoing, Licensor shall have the right (but not obligation) to make and continue such defense as it considers appropriate and to settle the underlying matter at the expense of Licensee. Nothing herein shall prevent Licensor from defending, if it so desires in its own discretion, any matter at its own expense through its own counsel, notwithstanding that the defense thereof may have been undertaken by Licensee.