Licensee’s Indemnity. Subject to the paragraphs below and Section 7.14, the Licensee shall defend, protect, indemnify, and hold the Licensor and the Licensor's agents, officers, directors, employees, and contractors (collectively, the “Licensor Indemnified Parties”) harmless against and from any and all injuries, costs, expenses, liabilities, losses, damages, injunctions, suits, actions, fines, penalties, and demands of any kind or nature (including reasonable solicitors' fees) arising in connection with any and all third party claims arising out of: (a) injuries occurring within the Licensed Premises, (b) any intentional conduct or negligence of the Licensee or any person for whom it is in law responsible, or (c) any breach or default in the performance of any obligation on the Licensee's part to be performed under this Licence. This indemnity does not include the intentional or negligent acts or omissions of the Licensor or any person for whom it is in law responsible. This indemnity shall survive termination of this Licence only as to claims arising out of events that occur prior to termination of this Licence. The Licensor, its employees, agents, contractors and those for whom it is in law responsible, shall have no claim against the Licensee for any damage or loss incurred by the Licensor with respect to the Licensed Premises, except and to the extent such damage or loss is as a result of the negligence or wilful misconduct of the Licensee, its employees, agents, contractors and those for whom it is in law responsible. Notwithstanding anything in this Licence to the contrary, the Licensee shall not be liable to the Licensor or to any insurance company (by way of subrogation or otherwise) insuring the Licensor, for: (i) any loss of profit or consequential loss that is indirect or not reasonably foreseeable, or (ii) any loss or damage to the Building or other tangible property, or any resulting loss of income and benefits, even though such loss or damage might have been occasioned by the negligence of the Licensee or any person for whom the Licensee is at law responsible, if any such loss or damage is covered by insurance maintained or required to be obtained by the Licensor pursuant to this Licence. Licensor shall require its insurance company to include a waiver of subrogation provision in its policies in order to implement this paragraph.
Licensee’s Indemnity. The Licensee indemnifies MLA, its officers, employees, consultants and agents from and against all Claims (including those brought by third parties) which may be brought against it or them, whether on their own or jointly with the Licensee, in respect of any loss, death, injury, illness or damage (whether personal or property or otherwise) arising out of:
(a) a breach of the Licensee’s warranties or obligations contained in this Agreement; or
(b) the promotion, marketing or supply of Product by or on behalf of the Licensee (including by any Approved Sub- Licensee), and from and against all damages, reasonable costs and expense including reasonable attorney’s fees incurred in satisfying, defending or settling any such Claim.
Licensee’s Indemnity. You must and you agree to indemnify us against any loss, damage, expense, legal liability, claims expenses and costs incurred by us as a result of your acts or omissions or the acts or omissions of others to which you have contributed, or the acts or omissions of any persons invited onto the Marina by you.
Licensee’s Indemnity. During any period when Licensee or any Agent of Licensee is installing, operating, or maintaining its Equipment, Licensee acknowledges and agrees that the City has delegated control of the License Area to Licensee, which will be solely responsible for any resulting injury or damage to property or persons, except for injury or damage resulting from the City’s negligence, recklessness, or willful misconduct. The City is not a co-employer of any employee of Licensee or any employee of Licensee’s Agents, and the City will not be liable for any Claim of any employee of Licensee or any employee of Licensee’s Agents, except for Claims arising from the City’s negligence, recklessness, or willful misconduct. Licensee agrees to Indemnify the City fully (as provided in Article 18 (Indemnification)) against any Claim brought by any employee of Licensee, any employee of Licensee’s Agents, or any third party arising from or related to Licensee’s access to and use of the License Area and other activities of Licensee or its Agents in or around the License Area, except to the extent the Claims result from the City’s negligence, recklessness, or willful misconduct.
Licensee’s Indemnity. Licensee, on behalf of itself and its successors and assigns, shall indemnify, defend and hold harmless ("Indemnify") City, its Agents and Invitees, and their respective heirs, legal representatives, successors and assigns (individually and collectively, the "Indemnified Parties"), and each of them, from and against any and all liabilities, losses, costs, claims, judgments, settlements, damages, liens, fines, penalties and expenses, including, without limitation, direct and vicarious liability of every kind (collectively, "Claims"), incurred in connection with or arising in whole or in part from : (a) injury to or death of a person, including, without limitation, employees of Licensee, or loss of or damage to property, occurring on or about the Premises or arising in connection with Licensee’s the use of the Premises under this Master License ; (b) any default by Licensee in the observation or performance of any of the terms, covenants or conditions of this Master License to be observed or performed on Licensee's part; (c) the use or occupancy or manner of use or occupancy of the Premises by Licensee, its Agents or Invitees or any person or entity claiming through or under any of them;
Licensee’s Indemnity. The Licensee indemnifies the Licensor against liability or loss arising from, and all costs incurred in connection with:
Licensee’s Indemnity. Subject to clause 10.3, the Licensee indemnifies and keeps indemnified the Licensor against any claim, proceeding, damage, liability, loss, cost or expense (including legal costs on a solicitor and own client basis), whether arising in contract, tort (including for negligence) or otherwise, arising out of or in connection with:
(a) any breach of the Licensee’s obligations under this Agreement;
(b) any wilful or unlawful act or omission of the Licensee in relation to the Data or this Agreement.
(c) Any breach by any End User or prospective End User of any term of any End User Agreement that was required to be included in such agreement pursuant to this Agreement; and
(d) The use of the Data by an End User or any other person who has obtained the Data from an End User.
Licensee’s Indemnity. Licensee shall pay and indemnify Licensor and each of Licensor’s affiliates from and against all losses, claims, damages, liabilities, demands, proceedings and costs (including legal costs) (“Damages”) related to or arising out of the use of the Licensed Marks by Licensee or its Subsidiaries and the exercise of Licensee’s rights and obligations under this Agreement.
Licensee’s Indemnity a) Licensee shall indemnify and defend Taylored Concepts, ProToyType and their respective officers, directors, members, employees and agents and hold each of them harmless from and against all actions, claims, suits, proceedings, losses, damages, costs, liabilities, attorney’s fees and other expenses which may be suffered, incurred or paid by reason of or arising out of Licensee’s or any sub- licensee’s (i) representation, manufacture, advertising, packaging, labeling, promotion, offering for sale, sale or distribution, instructions or directions relating in any way to the Articles or the Property; (ii) alleged or actual defects, including, but not limited to manufacturing and design defects, in the Articles; (iii) any allegedly unauthorized use of any patent, process, idea, method, device, copyright, trademark, trade dress, trade secret, confidential information or other intellectual property, personal, proprietary or contractual right of any third party by Licensee in connection with the Property or Articles (except only for claims covered by Section 13) below); (iv) the breach or claimed breach of any warranty, representation or obligation made by Licensee to Inventor in this Agreement or Licensee’s performance under this Agreement; or (v) out of any violation or alleged violation by Licensee of any law, rule, regulation or provision of this Agreement.
b) Licensee shall obtain and maintain product liability insurance providing protection for the parties indemnified in Section 12)a) against any claims or causes of action arising out of any alleged defect in an Article as designed, manufactured, distributed or otherwise disposed of by Licensee or sub-licensees, at least in the amount of $2,000,000 single limit, naming each of the parties indemnified in Section 12)a) as an additional insured. Licensee shall provide Inventor with a certificate of insurance to this effect indicating that Inventor will receive thirty (30) days prior written notification of any termination, cancellation or amendment to such insurance coverage. Failure to maintain said insurance shall be deemed a default by Licensee.
Licensee’s Indemnity. (a) Subject to clause 9(c), the Licensee agrees to indemnify the Licensor, their officers, employees and agents and keep the Licensor, their officers, employees and agents indemnified in respect of any (1) Third Party Claims; and (2) breach by the Licensee of the Licensee’s obligations under this Agreement, except to the extent that such breach was caused or contributed to by the negligence, or wilful misconduct, of the Licensor. The Licensee shall have no liability to the Licensor in relation to a Claim that is directly related to the infringement of the IPR of a third party to which clause 4(f) applies and the Licensor fails to take the actions described in clauses 4(f) or 4(g) to resolve the matter and providing that the Licensee provides the Licensor with reasonable co-operation in relation to a Claim as set out in 4(h) above.
(b) The Licensee’s obligation to indemnify the Licensor and their officers, employees and agents set out in clause 9(a) is a continuing obligation separate and independent of the Licensee’s other obligations and shall survive expiration or, where relevant, earlier termination of this Agreement.
(c) Clause 9(a) does not apply to the extent it would have the effect of limiting or excluding Non-Excludable Consumer Guarantees.
