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, 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 result from or are in connection with: (a) a breach of any of the 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 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 which is or which may be subject to indemnification under this Section 10.1. With respect to any such third 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 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 prior written consent. NOA shall provide reasonable assistance to LICENSEE in its defense of any such claim.

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, 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 result from or are in connection with: (a) a breach of any of the provisions, representations or warranties undertaken by LICENSEE in this Agreement,, [*] Confidential portion omitted and filed separately with the Securities and Exchange Commission. MARCH 20, 2002 CONFIDENTIAL (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 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 Marketing Materials or the Marketing Materialsany other promotional materials. NOA NCL and LICENSEE shall give prompt Notice to the other of any claim which is or which may be subject to indemnification under this Section 10.1. With respect to any such third party claim, LICENSEE, as Indemnitorindemnitor, 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 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 such 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, 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 result from or are in connection with: (a) a ****** breach of any of the 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 which is or which may be subject to indemnification under this Section 10.1. With respect to any such third party claim, LICENSEE, as Indemnitorindemnitor, 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. [*] Confidential portion omitted and filed separately with the Securities and Exchange Commission. [*] Confidential portion omitted and filed separately with the Securities and Exchange Commission. LICENSEE shall not enter into any settlement of any 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 such 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 third-party 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 that result from or are in connection with: (a) a breach of any of the 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 of any aspect of the Licensed Products, and (d) any federal, state or foreign applicable 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 NINTENDO and LICENSEE shall give prompt Notice to the other of any indemnified claim which is or which may be subject to indemnification under this Section 10.1. With respect to any such third party claimclaim subject to this indemnity clause, LICENSEE, as Indemnitorindemnifying party, 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 matter such claim in which (i) NOA or Nintendo Co., Ltd. NINTENDO has been named as a party, or (ii) claims relating to the 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 such claim.

Licensee's Indemnification. LICENSEE shall indemnify 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, 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 that result from or are in connection with: (a) a breach of any of the 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 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 indemnified claim which is or which may be subject to indemnification under this Section 10.1. With respect to any such third party claimclaim subject to this indemnity clause, LICENSEE, as Indemnitorindemnitor, 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 matter 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 such 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, 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 that result from or are in connection with: (a) a breach of any of the 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, 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 of any aspect of the Licensed Products, and (d) any federal, state or foreign applicable 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 NINTENDO and LICENSEE shall give prompt Notice to the other of any indemnified claim which is or which may be subject to indemnification under this Section 10.1. With respect to any such third party claimclaim subject to this indemnity clause, LICENSEE, as Indemnitorindemnifying party, 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 matter such claim in which (i) NOA or Nintendo Co., Ltd. NINTENDO has been named as a party, or (ii) claims relating to the 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 such 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, 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 result from or are in connection with: (a) a **** breach by LICENSEE of any of the provisions, representations or warranties undertaken by LICENSEE 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 MaterialsMaterials ****, (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 federalclaim, state demand, or foreign civil action (whether civil, criminal, regulatory, or criminal actions otherwise) relating to the design, development, advertising, marketing, sale or use of any aspect of the Licensed Products, Promotional Materials or the Marketing MaterialsMaterials including, without limitation, any claim, demand or action brought by any third party (including governmental authorities or agencies) under any * Confidential portion omitted and filed separately with the Securities and Exchange Commission. federal, state, or foreign law or regulation, or the rules of any self-regulatory body (e.g., ESRB). 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 10.1. With respect to any such third party claim, LICENSEE, as Indemnitorindemnitor, 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 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 consentconsent ****. NOA shall provide reasonable assistance to LICENSEE in its defense of any such 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, 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 result from or are in connection with: (a) a breach of any of the 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 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 which is or which may be subject to indemnification under this Section 10.1. With respect to any such third party claim, LICENSEE, as Indemnitorindemnitor, 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 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 prior written consent. NOA shall provide reasonable [*] assistance to LICENSEE in its defense of any such 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, 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 result from or are in connection with: (a) a breach of any of the 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 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 indemnified claim which is or which may be subject to indemnification under this Section 10.1. With respect to any such third party claimclaim subject to this indemnity clause, LICENSEE, as Indemnitorindemnitor, 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 matter 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 such 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, losses, liabilities, damages, expenses and costs, including, without limitation, reasonable attorneys' attorney's fees and costs and any expenses incurred in the settlement or avoidance of any such claim, which result from or are in connection with: (a) a breach of any of the provisions, representations or warranties 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 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 indemnified claim which is or which may be subject to indemnification under this Section 10.1. With respect to any such third party claimclaim subject to this indemnity clause, LICENSEE, as Indemnitorindemnitor, 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 matter 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 such claim.