Licensee’s Indemnification Obligations. Licensee, for itself and its successors and assigns, shall indemnify, defend and hold the Indemnified City Parties harmless from and against any and all Claims, incurred in connection with or arising in whole or in part from any act or omission by Licensee or its Agents, licensees, customers or invitees in connection with this License or any Equipment, whether any negligence may be attributed to any Indemnified City Parties or not, whether any liability without fault is imposed or sought to be imposed on any Indemnified City Parties or not, but except to the extent that that such Claim caused by the sole active negligence or willful misconduct of the City, the Indemnified City Parties, or any of them. Licensee’s obligations under this Section 15 includes, without limitation, all reasonable fees, costs and expenses for attorneys, consultants and experts, and the City’s actual costs to investigate and defend against any Claim. Licensee expressly acknowledges and agrees that: (a) Licensee has an immediate and independent obligation to defend any Indemnified City Parties from any Claim that actually or potentially falls within this Section 15, even when the allegations in the Claim are or appear to be groundless, fraudulent or false; and (b) Licensee’s obligations arise at the time any Indemnified City Parties tender a Claim to Licensee and continue until such Claim’s final, non-appealable resolution. Licensee’s obligations under this Section 15.1 shall survive this License’s revocation, termination or expiration.
Licensee’s Indemnification Obligations. Excluding claims arising out of or relating to the violation by HealthGate or an Information Partner of any third party copyright, trade secrets, or trademark, Licensee, to the extent permitted by applicable law, agrees to indemnify HealthGate and its Information Partners and hold them harmless from and against any and all claims of Licensee, Authorized Users or other third parties arising out of or related to the use of the HealthGate Products, the Information or other licensed materials, regardless of whether such claims were foreseeable by HealthGate or the Information Partner. The provisions of this Section 9.3 will survive any termination.
Licensee’s Indemnification Obligations. Licensee assumes full responsibility for all goods and/or services offered or sold under the Licensed Marks in the Licensee’s Business and shall indemnify and hold harmless Licensor, its affiliates and their respective officers, directors, employees and agents from and against any and all losses, liabilities, claims, charges, actions, proceedings, demands, judgments, settlements, costs and expenses (including, without limitation, fees and expenses of counsel) which any of them may incur as a result of or arising in any way out of: (i) the sale or offer for sale by Licensee of any goods or services under any Licensed Marks in the Licensee’s Business; or (ii) a breach of any representation, warranty or agreement made by Licensee herein.
Licensee’s Indemnification Obligations. Licensee shall indemnify, defend and hold harmless Licensor and its parents, subsidiaries, affiliated companies and their respective officers, directors, shareholders, employees, licensees, agents, attorneys, successors and assigns (each, individually, a “Licensor Indemnified Party”) from and against any and all direct and/or third-party Claims, and any Claims by any local, state or federal government or regulatory agency, authority or board, arising out of or in connection with: (i) the breach by Licensee of any of its express or implied representations, warranties or covenants in this Agreement; (ii) the failure by Licensee to perform any of its obligations under this Agreement; (iii) the design, development, production, manufacture, distribution, shipment, sale and/or other exploitation of the Licensed Products, or any Advertising & Promotion (including, without limitation, any product liability, false advertising and/or infringement Claims); and (iv) any acts, whether by omission or commission, by Licensee or any Licensee Party, which may arise out of, in connection with, or is any way related to, the Business and/or this Agreement. Licensee shall not be liable to any Licensor Indemnified Party under this Section 7(b) to the extent that: (A) any Claim is determined by a court of competent jurisdiction to result directly from any gross negligence or willful misconduct of Licensor; or (B) to the extent that Licensor is required to indemnify Licensee pursuant to Section 7(a) of the Standard Terms above. Licensee hereby agrees that Licensor’s Approval shall not waive, diminish or negate Licensee’s indemnification obligations to the Licensor Indemnified Parties herein.
Licensee’s Indemnification Obligations. Licensee, for itself and its successors and assigns, shall indemnify, defend and hold the County and all County Parties (collectively, the “Indemnified County Parties”) harmless from and against any and all Claims incurred in connection with or arising in whole or in part from: (1) death or personal injury to any person or damage or loss to any property that occurs on or about the License Area or arises in connection with Licensee’s or its Agents’ or Invitees’ authorized or unauthorized uses or activities on or about the License Area; (2) Licensee’s failure or refusal to observe or perform any term, covenant, condition or other provision in this Master License to be observed or performed by Licensee; (3) Licensee’s or its Agents’ or Invitees’ use or occupancy of the License Area, or the manner in which Licensee or its Agents or Invitees use or occupy the License Area; (4) any exposure to RF emissions from Licensee’s Equipment; (5) the License Area condition or any occurrence on or about the License Area attributable to the events described in clauses (1), (2), (3) or (4) under this Section 13; or (6) any act or omission by Licensee or its Agents or Invitees on or about the License Area; all whether any negligence may be attributed to any Indemnified County Parties or not, all whether any liability without fault is imposed or sought to be imposed on any Indemnified County Parties or not, but except to the extent that such Claim arise directly from any Indemnified County Parties’ gross negligence or willful misconduct. Licensee’s obligations under this Section 13 includes, without limitation, all reasonable fees, costs and expenses for attorneys, consultants and experts, and the County’s actual costs to investigate any Claim. Licensee expressly acknowledges and agrees that (a) it has an immediate and independent obligation to defend any Indemnified County Parties from any Claim that actually or potentially falls within this Section 13, even when the allegations in the Claim are or appear to be groundless, fraudulent or false; and (b) Licensee’s obligations arise at the time any Indemnified County Parties tender such Claim to Licensee and continue until such Claim’s final resolution. Licensee’s obligations under this Section 13 shall survive this Master License’s and any applicable Site License’s expiration or termination.
Licensee’s Indemnification Obligations. LICENSEE agrees to indemnify and hold LICENSOR harmless, from any and all claims, liabilities, judgments, penalties, losses, costs, damages, and expenses resulting therefrom, including reasonable attorneys' fees, arising out of any of the following: ''''''''''''' ''''''''''''''''''''''''''' ''''''''''''''''''''''''''' '''''''''''''''''''''''' '''''''''' ''''''''' ''''''''' ''''' ''''''''' '''''''''''''' ''''''''''''''''' '''''''''''''''''''' ''''''''''''''''''' ''''''''''''''''''''''''' ''''''''' ''''''''''''' '''''''''''''''''''''''''' '''''''''''''''''' ''''''''''''''''''''' ''''''''''''' '''''''''''''''' ''''' '''''''''''''''''''' ''''''''''''''' '''''''''''''''''' '''''''''''''''''' '''''''''''''' ''''''''''''''' ''''''''''''' '''''' ''''''''' '''''''''' '''''''''''' ''''''''''''''''''''''''''''''''''''' ''''''' '''''' ''''''' ''''''''''''''''''''''''' ''''''''''' '''''''''''' ''''' ''''''''''''''''''''''' ''''''''''''''''''' ''''''''''' ''''''''''' '''''''' '''''''''''''''''''' '''''''' ''''''''''''''''''' '''''''''''''''''''' '''''' '''''''''''''''''''''''''''' ''''' ''''' '''''''''''''''''''''''' '''''''''''''' ''''''''''''' ''''''''''''''''''' '''''''''''''''''''' '''''''''''' ''''' ''' ''''''''''''' ''''' ''''''''' ''''' '''''''''''''''''''''' ''''' '''''''''' '''''''''''''''' ''''''''''''''''''''''' '''''' '''''''''''''''''''''''''''' '''' ''''''''''''''''''''''''''' ''''''''''''''' '''''''''''''''''' ''''''''''''''' ''''''''''''' '''''''''''' '''''''''''' ''''''' ''''''''' ''''' ''''''' ''''''''''''''''' ''''' '''''''''''''''''''''''' ''''' ''' '''''''''''''''''' '''''''''''''' ''''''' '''''''''''' '''''''''''''''''''''''' '''''''''''''''''''''' '''''' '''''''''''''''''''''''''''' ''''' '''''''''''' '''''''''''''''''''''''''''' ''''''''''' ''''''' '''''''''''' ''''' ''''''''' ''''''''''''''''''' '''''' ''''''''''''''''''' ''''''''''''''''''''''' '''''''''''' ''''''''''''''''''''''''''''''' '''''''''''''''''''''' ''''' '''''''''''''''''''''''''''' The right to be indemnified and held harmless under this Section shall not be exclusive, but shall be in addition to any and all other rights and remedies to which LICENSOR may be entitled under this Agreement or otherwise.
Licensee’s Indemnification Obligations. Licensee agrees to indemnify, hold harmless and defend Licensor from and against any and all claims, suits, losses, damage, costs, fees, and expenses ("Licensee Claims") resulting from or arising out of any manufacture, use, sale, or exploitation of the Licensed Technology under this Agreement, other than Licensor Claims for which Licensor shall indemnify Licensee, provided that Licensor (i) provides Licensee with prompt notice of any Licensee Claims or potential Licensee Claims of which Licensor learns, (ii) provides Licensee, at Licensee's expense, with all reasonable assistance requested by Licensee in connection with the defense of any such Licensee Claims, and (iii) gives Licensee the sole control over the defense of such Licensee Claims. Notwithstanding anything to the contrary set forth in this Section 8, Licensor shall have the right to participate in the defense of any Claims, with counsel of Licensor's choosing, at Licensor's expense.
Licensee’s Indemnification Obligations. Licensee shall defend Cysiv against any Claim made or brought against Cysiv by a third party alleging that any documentation, data, hardware, tools and/or any other materials, information or intellectual property owned, leased and/or licensed by Licensee and provided to Cysiv (or to which Cysiv is provided access) infringes or misappropriates the intellectual property rights of a third party or violates applicable law (each, a “Claim Against Cysiv”), and shall indemnify Cysiv for any damages, reasonable attorneys’ fees and costs finally awarded against Cysiv as a result of, or for any amounts paid by Cysiv under a court-approved settlement of, a Claim Against Cysiv.
Licensee’s Indemnification Obligations. Licensee shall defend, indemnify and hold harmless Duett and its affiliates, officers, directors, employees, and agents (collectively, the “Duett Indemnified Parties”) against any and all losses, costs, obligations, liabilities, penalties, damages, expenses, reasonable attorney’s fees, and other charges, (collectively, a “Duett Loss”) that such Duett Indemnified Parties incur, to the extent that such Duett Loss arises out of or relates to (a) Licensee’s and its Authorized User’s use of the Platform or Service, (b) any breach by Licensee of any provision of this Agreement, or (c) the operation of Licensee’s business.
Licensee’s Indemnification Obligations. Licensee shall indemnify, defend and hold Fennec and its officers, directors, agents, Affiliates, and employees (collectively, “Fennec Indemnified Parties”) harmless from and against any and all Losses arising out of or resulting from any Third Party Claims made or suits brought against Fennec Indemnified Parties which arise or result from (i) Licensee’s material breach of any of its representations, warranties or covenants set forth in this Agreement, or any of its obligations hereunder; (ii) Licensee’s marketing, distribution, or sale of any Product on or after the Effective Date, including, without limitation, any Third Party Claim for personal injury or death, to the extent such Third Party Claims arise from the period time commencing on or after the Effective Date and to the extent such is not attributable to Fennec’s breach of this Agreement or any Applicable Law; or (iii) Licensee’s negligence or wilful misconduct with regard to the Products to the extent such is not attributable to Fennec’s breach of this Agreement or any Applicable Laws. Licensee shall have no obligation to indemnify the Fennec Indemnified Parties to the extent that the Losses arise out of or result from, directly or indirectly, matters for which Fennec is obligated to indemnify Licensee under Section 18.1. Fxxxxx must promptly notify Licensee in writing of any such claim or threats of claims that it receives from a Third Party.
