Common use of Licensee's Indemnification Clause in Contracts

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to result from or be in connection with: (a) a breach by LICENSEE of any of the provisions in this Agreement, (b) any infringement of a third party’s Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, (c) a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification under this Section 10. With respect to any such Claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) Intellectual Property Rights have been asserted, without NOA’s prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim claim which is or which may be subject to indemnification under this Section 1010.1. With respect to any such Claimthird party claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim matter in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. NINTENDO (and any of their respective its affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to result from or be in connection with: (a) a breach by LICENSEE of any of the provisions in this Agreement, (b) any infringement of a third party’s Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) a defect, failure to warn, bodily injury (including death) ), or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA NINTENDO and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification under this Section 10. With respect to any such Claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA NINTENDO may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim in which (ia) NOA or Nintendo Co., Ltd. NINTENDO has been named as a party, or (iib) Intellectual Property Rights have been asserted, without NOANINTENDO’s prior written consent. NOA NINTENDO shall provide reasonable assistance to LICENSEE in its defense of any Claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to result from or be in connection with: (a) a breach by LICENSEE of any of the provisions in this Agreement, (b) any infringement of a third party’s Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, (c) a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification under this Section 10. With respect to any such Claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim in which (i) NOA or Nintendo Co., Ltd. has been named as a partyparty and such settlement involves an admission of liability or other obligation or restriction on the part of NOA or Nintendo, or (ii) Intellectual Property Rights have been asserted, without NOA’s prior written consentconsent such consent not to be unreasonably withheld or delayed. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. NINTENDO (and any of their respective its affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to result from or be in connection with: (a) a material breach by LICENSEE of any of the provisions in this Agreement, (b) any infringement of a third party’s Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing MaterialsMaterials by LICENSEE or on behalf of LICENSEE, excluding claims based solely upon the Intellectual Property Rights, (c) a defect, failure to warn, bodily injury (including death) ), or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, or any other promotional materials. NOA NINTENDO and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification under this Section 10. With respect to any such Claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA NINTENDO may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim in which (ia) NOA or Nintendo Co., Ltd. NINTENDO has been named as a party, or (iib) Intellectual Property Rights have been asserted, without NOANINTENDO’s prior written consent, which shall not be unreasonably withheld. NOA NINTENDO shall provide reasonable assistance to LICENSEE in its defense of any Claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to claims, losses, liabilities, damages, [***] expenses and costs, including, without limitation, reasonable attorneys’ fees and costs and any expenses incurred in the settlement or avoidance of any such claim, that result from or be are in connection with: (a) a [***] breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials,, [*] Confidential portion omitted and filed separately with the Securities and Exchange Commission. (c) any claims alleging a defect, failure to warn, bodily injury Injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim claim which is or which may be subject to indemnification under this Section 1010.1. With respect to any any. such Claimthird party claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its Its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim matter in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) Intellectual claims relating to the intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. NINTENDO (and any of their respective its affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to result from or be in connection with: (a) a breach by LICENSEE of any of the provisions in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA NINTENDO and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification under this Section 10. With respect to any such Claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA NINTENDO may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim in which (i) NOA or Nintendo Co., Ltd. NINTENDO has been named as a party, or (ii) Intellectual Property Rights have been asserted, asserted without NOA’s NINTENDO's prior written consent. NOA NINTENDO shall provide reasonable assistance to LICENSEE in its defense of any Claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. NINTENDO (and any of their respective its affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to result from or be in connection with: (a) a material breach by LICENSEE of any of the provisions in this Agreement, (b) any infringement of a third party’s Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, by LICENSEE or on behalf of LICENSEE, excluding claims based solely upon the Intellectual Property Rights, (c) a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA NINTENDO and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification under this Section 10. With respect to any such Claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA NINTENDO may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim in which (i) NOA or Nintendo Co., Ltd. NINTENDO has been named as a party, or (ii) Intellectual Property Rights have been asserted, asserted without NOANINTENDO’s prior written consent, which shall not be unreasonably withheld. NOA NINTENDO shall provide reasonable assistance to LICENSEE in its defense of any Claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury Injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim claim which is or which may be subject to indemnification under this Section 1010.1. With respect to any any. such Claimthird party claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its Its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim matter in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) Intellectual claims relating to the intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with:: [*] Confidential portion omitted and filed separately with the Securities and Exchange Commission. (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the **** design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the with **** design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the any federal, state or foreign civil or criminal actions relating to **** design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) Intellectual claims relating to the intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. [*] Confidential portion omitted and filed separately with the Securities and Exchange Commission. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, that result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and ****** costs and any ****** expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a ****** breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the ****** design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the with ****** design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the any federal, state or foreign civil or criminal actions relating to ****** design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s 's prior written consentconsent ******. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys’ fees and costs and any expenses incurred in the settlement or avoidance of any such claim, that result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken b LICENSEE in this Agreement, (b) any infringement of a third party’s Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of of-the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim claim which is or which may be subject to indemnification under this Section 1010.1. With respect to any such Claimthird party claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim matter in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim. Confidential information omitted where indicated by "[*]" and filed separately with the Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys’ fees and **** costs and any **** expenses incurred in the settlement or avoidance of any such claim, that result from or be are in connection with: (a) a **** breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement,, * Confidential portion omitted and filed separately with the Securities and Exchange Commission. (b) any infringement of a third party’s Proprietary Rights as a result of the LICENSEE’s design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the LICENSEE’s design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the any federal, state or foreign civil or criminal actions relating to LICENSEE’s design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s prior written consent, ****. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. NINTENDO (and any of their respective its affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to result from or be in connection with: (a) a breach by LICENSEE of any of the provisions in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) a defect, failure to warn, bodily injury (including death) ), or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA NINTENDO and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification under this Section 10. With respect to any such Claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA NINTENDO may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim in which (ia) NOA or Nintendo Co., Ltd. NINTENDO has been named as a party, or (iib) Intellectual Property Rights have been asserted, without NOA’s NINTENDO's prior written consent. NOA NINTENDO shall provide reasonable assistance to LICENSEE in its defense of any Claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims which are alleged to result from or be in connection with: (a) a breach by LICENSEE of any of the provisions in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, (c) a defect, failure to warn, bodily injury (including inclUding death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification under this Section 10. With respect to any such Claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) Intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) any federal, state or foreign civil, criminal, or regulatory claim, demand, or action relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim claim which is or which may be subject to indemnification under this Section 1010.1. With respect to any such Claimthird party claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim matter in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and ****** costs and any ****** expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a ****** breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials,, ****** (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other LICENSEE of any Claim claim which is or which may be subject to indemnification under this Section 1010.1. With respect to any such Claimthird party claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim matter in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, with the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) Intellectual claims relating to the intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys’ fees and actual costs and any actual expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a material breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, excluding claims based solely upon the Intellectual Property Rights, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, compatibility with the region code for the NINTENDO GAMECUBE sold in the Territory, advertising, marketing, sale or use of any of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA Nintendo and LICENSEE shall give prompt Notice to the other of any Claim claim which is or which may be subject to indemnification under this Section 1010.1. With respect to any such Claimthird party claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA Nintendo may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim matter in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOANintendo’s prior written consent. NOA Nintendo shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the **** design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the with **** design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, and (d) the any federal, state or foreign civil or criminal actions relating to **** design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials Products or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim which is or which may be subject to indemnification indemnified claim under this Section 1010.1. With respect to any such Claimthird party claim subject to this indemnity clause, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim such claim in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) Intellectual claims relating to the intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. (and any of their respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s 's Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any of any aspect of the Licensed Products, and (d) any federal, state or foreign civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials. NOA and LICENSEE shall give prompt Notice to the other of any Claim claim which is or which may be subject to indemnification under this Section 10. 10.1, With respect to any such Claimthird party claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim matter in which (i) NOA or Nintendo Co., Ltd. has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOA’s 's prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim. [*] Information has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.

Licensee's Indemnification. LICENSEE shall indemnify and hold harmless NOA and Nintendo Co., Ltd. NCL (and any of their its respective affiliates, subsidiaries, licensors, suppliers, officers, directors, employees or agents) from any Claims claims, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys’ fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which are alleged to result from or be are in connection with: (a) a breach by LICENSEE of any of the provisions provisions, representations or warranties undertaken by LICENSEE in this Agreement, (b) any infringement of a third party’s Proprietary Rights as a result of the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing Materials, (c) any claims alleging a defect, failure to warn, bodily injury (including death) or other personal or property damage arising out of, or in connection with, the design, development, advertising, marketing, sale or use of any of any aspect of the Licensed Products, and (d) any applicable civil or criminal actions relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Marketing Materials or the Marketing Materialsany other promotional materials. NOA NCL and LICENSEE shall give prompt Notice to the other of any Claim claim which is or which may be subject to indemnification under this Section 1010.1. With respect to any such Claimthird party claim, LICENSEE, as indemnitor, shall have the right to select counsel and to control the defense and/or settlement thereof. NOA NCL may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any settlement of any Claim matter in which (i) NOA or Nintendo Co., Ltd. NCL has been named as a party, or (ii) claims relating to the Intellectual Property Rights have been asserted, without NOANCL’s prior written consent. NOA NCL shall provide reasonable assistance to LICENSEE in its defense of any Claimsuch claim.