Common use of Licensee's Indemnification Clause in Contracts

Licensee's Indemnification. Licensee hereby indemnifies and undertakes to defend Licensor, the Ottawa Hospital and all their respective affiliates, officers, directors, employees, students, representatives, agents, consultants and contractors (“Indemnified Parties”) and hold them harmless against all claims, suits, proceedings, demands, actions of any nature or kind whatsoever asserted against Indemnified Parties (“Claims”), and liabilities, damages, judgments, costs, * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission expenses and fees incurred by Indemnified Parties as a result of Claims (including but without limitation, reasonable legal expenses) (“Losses”), to the extent that such Claims arise out of or are in any way associated with this Agreement including, without limitation, the development, use, manufacture, marketing, promotion, sale or other disposition of the Licensed Products or the use of Licensed Patents or Licensed Technology by Licensee, its Affiliates or Sub-licensees or other third parties; any loss, cost or expense incurred by the Indemnified Parties relating to claims that the Licensed Products or Licensed Technology infringe the patent rights or other proprietary rights of a third party; and, solely with respect to Claims by third parties, any material breach by Company or its Affiliates or Sublicensees of the Agreement, except in each case to the extent such Claims or Losses result from the gross negligence or willful malfeasance of the Indemnified Parties. Licensee agrees to pay promptly to Licensor the amount of all Losses to which the foregoing indemnity relates. The indemnification rights of the Licensor herein are in addition to all rights which Licensor may have at law or in equity or otherwise. This indemnification clause shall survive the termination or expiration of this Agreement.

Licensee's Indemnification. Licensee hereby indemnifies LICENSEE shall indemnify and undertakes to defend Licensorhold harmless NINTENDO (and any of its affiliates, the Ottawa Hospital and all their respective affiliatessubsidiaries, licensors, suppliers, officers, directors, employees, students, representatives, employees or agents, consultants and contractors (“Indemnified Parties”) and hold them harmless against all from any third-party claims, suitslosses, proceedings, demands, actions of any nature or kind whatsoever asserted against Indemnified Parties (“Claims”), and liabilities, damages, judgments, expenses and costs, * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission expenses and fees incurred by Indemnified Parties as a result of Claims (including but without limitation, reasonable legal expenses) (“Losses”), to the extent that such Claims arise out of or are in any way associated with this Agreement 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 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, use, manufactureadvertising, marketing, promotion, sale or other disposition use of the Licensed 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 the Licensed Patents Products, and April 4, 2005 CONFIDENTIAL (d) any applicable civil or Licensed Technology by Licensee, its Affiliates or Sub-licensees or other third parties; any loss, cost or expense incurred by the Indemnified Parties criminal actions relating to claims that the design, development, advertising, marketing, sale or use of the Licensed Products or Licensed Technology infringe the patent rights or Marketing Materials. NINTENDO and LICENSEE shall give prompt Notice to the other proprietary rights of a third party; and, solely with any indemnified claim under this Section 10.1. With respect to Claims by any third partiesparty claim subject to this indemnity clause, LICENSEE, as indemnifying party, shall have the right to select counsel and to control the defense and/or settlement thereof. NINTENDO may, at its own expense, participate in such action or proceeding with counsel of its own choice. LICENSEE shall not enter into any material breach by Company settlement of any such claim in which (i) NINTENDO has been named as a party, or its Affiliates or Sublicensees of the Agreement, except in each case (ii) claims relating to the extent Intellectual Property Rights have been asserted, without NINTENDO’s prior written consent. NINTENDO shall provide reasonable assistance to LICENSEE in its defense of any such Claims or Losses result from the gross negligence or willful malfeasance of the Indemnified Parties. Licensee agrees to pay promptly to Licensor the amount of all Losses to which the foregoing indemnity relates. The indemnification rights of the Licensor herein are in addition to all rights which Licensor may have at law or in equity or otherwise. This indemnification clause shall survive the termination or expiration of this Agreementclaim.

Licensee's Indemnification. The Licensee hereby indemnifies agrees to indemnify and undertakes to defend Licensorhold Titan and its licensees, the Ottawa Hospital successors and all assigns, parent corporation, subsidiaries and affiliates and its and their respective affiliates, officers, directors, employees, studentsadvertisers, representativesinsurers, agents, consultants and contractors (“Indemnified Parties”) representatives harmless from any and hold them harmless against all claims, suits, proceedingsliabilities, demandsjudgments, actions of any nature or kind whatsoever asserted against Indemnified Parties (“Claims”)penalties, and liabilitieslosses, costs, damages, judgmentsand expenses resulting therefrom, costsincluding but not limited to reasonable attorneys' fees including an appropriate allocation for in-house counsel, * Confidential Informationarising from or by reason of or in connection with (i) any unauthorized use, indicated infringement or alleged infringement of any trademark, service xxxx, copyright, patent, process, method or devise exploited by [***], has been omitted from this filing and filed separately Licensee in connection with the Securities and Exchange Commission expenses and fees incurred Licensed Products covered by Indemnified Parties as a result of Claims this Agreement; (including but without limitationii) defects, reasonable legal expenses) (“Losses”), to the extent that such Claims arise out of or are alleged defects and/or deficiencies in any way associated with this Agreement including, without limitation, the development, use, manufacture, marketing, promotion, sale or other disposition of the said Licensed Products or the use thereof, or for false advertising, fraud or misrepresentations or other claims related to the Licensed Products, not involving a claim of right to the Intellectual Property, (iii) the unauthorized use of the Intellectual Property by Licensee, (iv) libel or slander against, or invasion of the right of privacy, publicity or property of, or in violation or misappropriation of any other right of any third party, (v) any agreements or alleged agreements made or entered into by or with Licensee to effectuate the terms of this Agreement, including but not limited to, the manufacture, distribution, exploitation, advertising, sale or use of the Licensed Patents Products by any of foregoing, (vi) any breaches or Licensed Technology alleged breaches of the terms, representations and warranties under this Agreement by the Licensee, its subsidiaries, manufacturers, distributors, advertisers or other persons, employees or agents of any of the foregoing and/or (vii) any other act under or in violation of this Agreement by Licensee, its Affiliates or Sub-licensees subsidiaries, manufacturers, distributors, advertisers or other third parties; persons, employee or agents of any loss, cost or expense incurred by the Indemnified Parties relating to claims that the Licensed Products or Licensed Technology infringe the patent rights or other proprietary rights of a third party; and, solely with respect to Claims by third parties, any material breach by Company or its Affiliates or Sublicensees of the Agreement, except in each case to the extent such Claims or Losses result from the gross negligence or willful malfeasance of the Indemnified Parties. Licensee agrees to pay promptly to Licensor the amount of all Losses to which the foregoing indemnity relates. The indemnification rights of the Licensor herein are in addition to all rights which Licensor may have at law or in equity or otherwise. This indemnification clause shall survive the termination or expiration of this Agreementforegoing.

Licensee's Indemnification. 8.4.1 Licensee hereby indemnifies and undertakes to defend Licensor, the Ottawa Hospital and all their respective affiliatesits shareholders, directors, trustees, officers, directors, employees, students, representatives, agents, consultants students and contractors (“Indemnified Parties”) agents and hold them harmless against all third party claims, suits, proceedings, demands, actions of any nature or kind whatsoever asserted against Indemnified Parties including any actions for infringement of a third party’s intellectual property rights, as referred to in Article 9.1 by a third party (“Claims”other than the Foundation, its directors, trustees, officers, employees, successors or assigns), and liabilities, damages, judgments, costs, * Confidential Information, indicated by [***], has been omitted from this filing and filed separately with the Securities and Exchange Commission expenses and fees incurred by Indemnified Parties as a result of Claims (including but without limitation, reasonable legal expenses) (“Losses”), or liability of any kind brought by a third party or otherwise related to the extent that such Claims arise third party claims arising out of or are in any way associated with this Agreement including, without limitation, the development, sub-licensing, use, manufacture, marketing, promotion, marketing and sale or other disposition of the Licensed Products or with the use of Licensed Patents or Licensed Technology by LicenseeTechnology, its Affiliates or Sub-licensees or other third parties; any lossexcept, cost or expense incurred by the Indemnified Parties relating to claims that the Licensed Products or Licensed Technology infringe the patent rights or other proprietary rights of a third party; and, solely with respect to Claims by third parties, any material breach by Company or its Affiliates or Sublicensees of the Agreement, except in each case case, to the extent such Claims third party claim or Losses result from liability arises out of or is in any way associated with the gross negligence or willful malfeasance misconduct of the Indemnified Parties. Licensee agrees to pay promptly to Licensor the amount or breach of all Losses to which the foregoing indemnity relatesthis Agreement by Licensor. The indemnification rights obligations of the Licensor herein are in addition to all rights which Licensor may have at law or in equity or otherwise. This indemnification clause Licensee under this Section 8.4 shall survive the termination or expiration of this Agreement. 8.4.2 As a condition to a Licensor right to receive indemnification under Section 8.4.1, Licensor shall: (i) promptly notify Licensee as soon as it becomes aware of a claim or suit for which indemnification may be sought; (ii) reasonably cooperate, and cause the individual Licensor indemnitees to reasonably cooperate, with Licensee in the defense, settlement or compromise of such claim or suit; and (iii) permit Licensee to control the defense, settlement or compromise of such claim or suit, including the right to select defense counsel. In no event, however, may Licensee compromise or settle any claim or suit in a manner which (A) admits fault or negligence on the part of Licensor or any other Licensor indemnitee; (B) commits Licensor or any other Licensor indemnitee to take, or forbear to take, any action, without the prior written consent of Licensor, or (C) grant any rights under the Licensed Patents except for Sublicenses as permitted herein. Licensor shall reasonably cooperate with Licensee and its counsel in the course of the defense of any such suit, claim or demand, such cooperation to include without limitation using reasonable efforts to provide or make available documents, information and witnesses.

Licensee's Indemnification. Licensee hereby indemnifies shall defend, indemnify and undertakes to defend Licensorhold harmless Flagship/HBS, the Ottawa Hospital and all their respective affiliatesparent, subsidiaries, affiliated companies and partners and their respective officers, directors, employeesemployees and agents (each, students, representatives, agents, consultants and contractors (an “Indemnified PartiesParty”) from and hold them harmless against any and all claims, suits, proceedings, demands, actions of any nature or kind whatsoever asserted against Indemnified Parties (“Claims”), and liabilities, damages, judgments, costs, * Confidential Informationexpenses, indicated and fees (including reasonable attorney’s fees) resulting from any claims, litigation, or actions arising out of or relating to actual or alleged: (i) distribution by [***]Licensee of the Localized Game, has been omitted from Online Virtual Game Cards, Game Cards, Instructional Guide, or any other Game related materials; or (ii) Licensee marketing and sale of the Game Cards, Online Virtual Game Cards or Localized Game; or (iii) defects in the Game Cards, Online Virtual Game Cards, Localized Game or Localized Server; or (iv) unauthorized use of any patent, process, method or device or out of the infringement of any copyrights, trade name, patent, or libel or invasion of the right of privacy, contract, publicity or other property rights of any party; or (v) breach by Licensee of any and all provisions of this filing and filed separately Agreement in connection with the Securities performance by Licensee of its rights or obligations under this Agreement; or (vi) breach of any representations and Exchange Commission expenses and fees incurred warranties or covenants Licensee has made hereunder; or (vii) infringement caused by any modification to the Game Cards, Online Virtual Game Cards, Localized Game or Localized Server or Documentation not authorized by HBS; or (viii) any third-party claim arising from Licensee’s use of any trademarks or copyrighted material added to the Game Cards, Online Virtual Game Cards, Localized Game, Instructional Guide, Marketing Materials or other Game related materials. An Indemnified Parties as Party will timely notify Licensee in a result of Claims (including writing that sets forth with specificity the claim or action to which such indemnification obligation applies but without limitation, reasonable legal expenses) (“Losses”), any failure to provide timely notice or information shall not impair such Indemnified Party’s rights to indemnification except to the extent that such Claims arise out failure has materially prejudiced or materially delayed Licensee in defense of the claim. Licensee shall have the right to control the defense of each such claim and any lawsuit or are proceeding arising therefrom. Licensee will cause its counsel to cooperate fully with the Indemnified Party and its counsel in the defense of such action. Licensee shall not admit any way associated with this Agreement includingliability or compromise any suit without first obtaining the Indemnified Party’s consent in writing. Each Indemnified Party shall have the right to participate in the defense and settlement of such claim being defended by Licensee through separate counsel at such Indemnified Party’s expense. Notwithstanding the foregoing, without limitationin the event Licensee does not timely undertake to defend an Indemnified Party from a claim or suit described above, the developmentIndemnified Party shall have the right to undertake the defense itself and Licensee promises to repay all liabilities, usedamages, manufacture, marketing, promotion, sale or other disposition costs and fees (including reasonable attorney’s fees) resulting from such defense regardless of the Licensed Products or the use of Licensed Patents or Licensed Technology by Licensee, its Affiliates or Sub-licensees or other third parties; any loss, cost or expense incurred by the Indemnified Parties relating to claims that the Licensed Products or Licensed Technology infringe the patent rights or other proprietary rights of a third party; and, solely with respect to Claims by third parties, any material breach by Company or its Affiliates or Sublicensees of the Agreement, except in each case to the extent such Claims or Losses result from the gross negligence or willful malfeasance of the Indemnified Parties. Licensee agrees to pay promptly to Licensor the amount of all Losses to which the foregoing indemnity relates. The indemnification rights of the Licensor herein are in addition to all rights which Licensor may have at law or in equity or otherwise. This indemnification clause shall survive the termination or expiration of this Agreementoutcome.