Common use of Licensee's Indemnification of Licensor Clause in Contracts

Licensee's Indemnification of Licensor. Except as expressly provided in Section 11.1, Licensee shall release, defend, hold harmless and indemnify Licensor and each of its officers, directors, controlling persons and agents from and against any claims, demands, causes of action, judgments, settlements, fines or other costs (including reasonable attorneys’ fees) which Licensor may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it arising out of or in connection with the business contemplated herein, including without limitation Licensee’s performance of this Agreement, any alleged design or utility patent infringement, any alleged defect in any Licensed Product produced by or for Licensee under this Agreement or the manufacture, labeling, sale, distribution or advertisement of any Licensed Product by Licensee in violation of any law. Licensor shall give Licensee prompt notice of any such claim or suit. Licensee shall undertake and conduct the defense of any suit so brought through counsel of Licensee’s choice, subject to Licensor’s right of approval, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, prior to entering into settlement of any such claim or suit which would be reasonably likely to adversely affect any of the Licensor Marks and/or would be reasonably likely to damage Licensor’s goodwill, Licensee shall obtain Licensor’s written consent to such settlement (which consent shall not be unreasonably withheld or delayed). The provisions of this Section and Licensee’s obligations hereunder shall survive the expiration or termination of this Agreement.

Licensee's Indemnification of Licensor. Except as expressly provided in Section 11.110.1, Licensee shall release, defend, hold harmless and indemnify Licensor and each of its officers, directors, controlling persons and agents from and against any claims, demands, causes of action, judgments, settlements, fines or other costs (including reasonable attorneys’ ' fees) which Licensor may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it arising out of or in connection with the business contemplated herein, including without limitation Licensee’s 's performance of this Agreement, any alleged design or utility patent infringement, any alleged defect in any Licensed Product produced by or for Licensee under this Agreement or the manufacture, labeling, sale, distribution or advertisement of any Licensed Product MOXG Products and Services by Licensee in violation of any law. Licensor shall give Licensee prompt notice of any such claim or suit. Licensee shall undertake and conduct the defense of any suit so brought through counsel of Licensee’s 's choice, subject to Licensor’s 's right of approval, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, prior to entering into settlement of any such claim or suit which would be reasonably likely to adversely affect any of the Licensor Marks and/or would be reasonably likely to damage Licensor’s 's goodwill, Licensee shall obtain Licensor’s 's written consent to such settlement (which consent shall not be unreasonably withheld or delayed). The provisions of this Section section and Licensee’s 's obligations hereunder shall survive the expiration or termination of this Agreement.

Licensee's Indemnification of Licensor. Except as expressly provided in Section 11.1, Licensee shall release, defend, hold harmless and indemnify Licensor and each of its officers, directors, controlling persons and agents from and against any claims, demands, causes of action, judgments, settlements, fines or other costs (including reasonable attorneys’ ' fees) which Licensor may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it arising out of or in connection with the business contemplated herein, including without limitation Licensee’s 's performance of this Agreement, any alleged design or utility patent infringement, any alleged defect in any Licensed Product produced by or for Licensee under this Agreement or the manufacture, labeling, sale, distribution or advertisement of any Licensed Product by Licensee in violation of any law. Licensor shall give Licensee prompt notice of any such claim or suit. Licensee shall undertake and conduct the defense of any suit so brought through counsel of Licensee’s 's choice, subject to Licensor’s 's right of approval, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, prior to entering into settlement of any such claim or suit which would be reasonably likely to adversely affect any of the Licensor Marks and/or would be reasonably likely to damage Licensor’s 's goodwill, Licensee shall obtain Licensor’s 's written consent to such settlement (which consent shall not be unreasonably withheld or delayed). The provisions of this Section and Licensee’s 's obligations hereunder shall survive the expiration or termination of this Agreement.

Licensee's Indemnification of Licensor. Except as expressly provided in Section 11.110.01, Licensee shall release, defend, hold harmless and indemnify Licensor and each of its officers, directors, controlling persons and agents from and against any claims, demands, causes of action, judgments, settlements, fines or other costs (including reasonable attorneys’ ' fees) which Licensor may incur or be obligated to pay or for which it may become liable or be compelled to pay in any action, claim or proceeding against it arising out of or in connection with the business contemplated herein, including without limitation Licensee’s 's performance of this Agreement, any alleged design or utility patent infringement, any alleged defect in any Licensed Product produced by or for Licensee under this Agreement or the manufacture, labeling, sale, distribution or advertisement of any Licensed Product by Licensee in violation of any law. Licensor shall give Licensee prompt notice of any such claim or suit. Licensee shall undertake and conduct the defense of any suit so brought through counsel of Licensee’s 's choice, subject to Licensor’s 's right of approval, not to be unreasonably withheld or delayed. Notwithstanding the foregoing, prior to entering into settlement of any such claim or suit which would be reasonably likely to adversely affect any of the Licensor Marks and/or would be reasonably likely to damage Licensor’s 's goodwill, Licensee shall obtain Licensor’s 's written consent to such settlement (which consent shall not be unreasonably withheld or delayed). The provisions of this Section and Licensee’s 's obligations hereunder shall survive the expiration or termination of this Agreement. Licensee's obligation to indemnify Licensor with respect to design materials provided by Licensor shall be subject to Licensor informing Licensee of any design references Licensor used for inspiration in relation to such materials, and, if available, providing Licensee with each such design reference (or a picture or other reproduction thereof).