Licensor Indemnification. Subject always to Your compliance with Section 7.6 (Indemnification Procedures), We, or Our licensor Genesys, will pay to defend You at Our expense and indemnify You for any amounts awarded against You in a final judgment or settlement approved by Us, with respect to any claims by a third party that the unaltered Cloud Services, as originally delivered to You, infringe any patent, copyright or trade secret of such third party. If Your use of the Cloud Services may infringe any third party intellectual property rights, We may at any time and at Our option and expense: (i) obtain for You a license to continue to use the Cloud Services that may infringe that third party’s rights; (ii) modify the Cloud Services so as to avoid infringement while preserving substantially equivalent functionality; or (iii) terminate the Agreement and the licenses granted hereunder and refund to You the prepaid and unused fees covering the remainder of the term of the applicable Services Order.
Licensor Indemnification. Subject to Licensee’s obligations in Sections 9.1 above, Licensor shall indemnify, defend and hold harmless Convergys against any and all damages, losses, liabilities, settlements, costs and expenses caused by or arising from any suit , proceeding or claim by an unaffiliated third party [**] that the Licensed Software Products provided under this Agreement (together, the “Software”) or the services provided pursuant to any Professional Services Agreement infringe or misappropriate any patent or other Intellectual Property right of such third party. Licensee must give prompt written notice to Licensor of any such claim or liability, and must furnish, upon Licensor’s request and at Licensor’s expense, all information and reasonable assistance available to Licensee relating to such defense. Licensor will select counsel and assume the defense of such claim or action at its cost and expense. Licensee may elect to be represented in such action by counsel of its own choosing, at its own cost and expense. Licensor will not settle any claim or suit in any manner which will result in any liability or obligation to Licensee which is not fully discharged by Licensor, without first obtaining the written consent of Licensee. If the Software becomes the subject of a claim of infringement or misappropriation, then Licensor may, at its option and expense, (x) procure for Licensee the right to continue using such Software (at no expense to Licensee), or (y) modify such Software to make it non-infringing, so long as such modification provides functionality and performance substantially equivalent to that of the unmodified Software. Licensor’s obligations under this paragraph do not apply to the extent that a claim or adverse judgment is based on (i) Software based on specifications provided by Licensee, (ii) software, equipment or services provided by Licensee, (iii) use of the Software in combination with software, equipment or services not provided by Licensor, if the Software alone would not be infringing, or (iv) any other independent basis of liability apart from the Software. Notwithstanding any other provision of this Agreement to the contrary, if Licensee obtains from its customer a limitation on damages for intellectual property infringement, licensee shall provide licensor with the benefit of such limitation in an amount equal to one-half (1/2) of the amount negotiated by Licensee with the customer.
Licensor Indemnification. Licensor will indemnify, defend and hold OEM harmless against all actions, proceedings, suits, claims or demands that may be brought or instituted against OEM by any third party based on or arising out of allegations that OEM’s use of the Software in accordance with the terms of this Agreement infringes any third party Intellectual Property rights ("Claims"). Licensor’s foregoing defense and indemnity obligation shall not extend to claims based on (i) unauthorized modification or use of the Software made by OEM or any third party other than by or with the approval of Licensor; (ii) the combination of the Software with items not supplied by Licensor or approved by Licensor for use with the Software in the Documentation to the extent such claim would not have arisen but for the combination; (iii) open source software components; or (iv) OEM’s or End Customer’s use of any release of the Software other than the latest Version of the Software that has been commercially available for at least six (6) months prior to the date of assertion of such claim. As a condition to Licensor’s indemnity obligation OEM shall give Licensor prompt notice of any Claim, grant Licensor sole control of the defense and/or settlement of any Claim (provided that Licensor shall not enter into any settlement that admits liability on behalf of OEM or imposes any obligations on OEM other than cessation of use of the allegedly infringing item or payment of amounts indemnified hereunder) and provide reasonable assistance as requested by Licensor. If the Software or part thereof becomes, or in Licensor’s opinion may become, subject to a Claim or OEM’s use thereof may be otherwise enjoined, Licensor may, at its option, either: (a) procure for OEM the right to continue using the Software; (b) replace or modify the Software, so that it is non-infringing; or (c) if neither of the foregoing alternatives is reasonably practical, terminate this Agreement and refund any sums prepaid for the unexpired Term, if any, upon the return or destruction (and certification of destruction) of the Software. This Section 9.1 states Licensor's entire liability and OEM’s exclusive remedy for infringement.
Licensor Indemnification. Licensor agrees to indemnify Licensee, its Affiliates (other than Univision Group), subsidiaries, partners, the partners of any partnership that is a partner of Licensee, its direct and indirect shareholders and all officers, directors, employees and agents of any of the foregoing (collectively the “Licensee Indemnitees”) against and hold the Licensee Indemnitees harmless from (subject to Section 15.8) any and all claims, deficiencies, assessments, liabilities, losses, damages, expenses (including reasonable fees and expenses of counsel) (collectively, “Losses”) incurred or suffered by any Licensee Indemnitee arising out of, relating to, or by reason of, Univision Group’s breach of, or non-compliance with, any covenant, agreement or provision herein contained or the inaccuracy of any representation or warranty made by Licensor. Such Losses shall be reduced by: (a) the amount of any net tax benefit ultimately accruing to Licensee on account of Licensee’s payment of such claim; (b) insurance proceeds which such Licensee Indemnitee has or will receive in connection with such Losses; and (c) any recovery from third parties in connection with such Losses; provided, however, that Licensor shall not delay payment of its indemnification obligations hereunder pending resolution of any tax benefit or insurance or third party claim if the Licensee Indemnitee provides Licensor with an undertaking to reimburse Licensor for the amount of any such benefit or claim ultimately received; and provided, further, that the Licensee Indemnitee shall have no obligation to obtain any such insurance proceeds or recovery from third parties if and to the extent Licensor is subrogated (in form and substance satisfactory to Licensor) to such Licensee Indemnitee’s claims in respect of such insurance or third parties.
Licensor Indemnification. Licensor shall indemnify, defend and hold harmless Licensee, and each of its directors, officers, employees and agents (the “Licensee Indemnitees”) from and against any and all Indemnifiable Losses (as defined in the Separation Agreement) incurred or suffered by any of the Licensee Indemnitees and arising out of, or due to, Licensor’s breach of this Agreement or any representation, warranty, covenant or agreement hereunder.
Licensor Indemnification a) Licensee shall indemnify, defend, and hold Licensor, and Licensor agents, officials and employees harmless from all third-party claims, demands, suits, actions, proceedings, losses, liabilities, damages, awards, and costs (including reasonable attorneys’ fees and expenses), which may be brought or made against Licensee, or their agents, officials, or employees and arising out of or related to any of the following (each an indemnifiable loss):
Licensor Indemnification. Licensor will indemnify, defend, and hold harmless Licensee, its officers, directors, employees, agents, affiliates, and other representatives from and against any and all losses incurred by Licensee arising from any third-party action, suit, or claim that alleges the Licensed Software, or any use of the Licensed Software in accordance with this Agreement, infringes any Intellectual Property Rights.
Licensor Indemnification a. Subject to Section 7 (Limitations of Liability), Licensor shall indemnify, defend, and hold harmless Licensee from and against any and all losses, damages, liabilities, or costs (including reasonable attorneys’ fees) (“Losses”) incurred by Licensee resulting from any third-party claim, suit, action, or proceeding (“Third-Party Claim”) that Licensee’s Permitted Use of the Licensed Material infringes or misappropriates such third party’s US intellectual property rights, provided that Licensee (i) promptly notifies Licensor in writing of the Third- Party Claim, (ii) reasonably cooperates with Licensor in defense of such Third-Party Claim, and
Licensor Indemnification. Licensor shall at all times during the term of this Agreement and thereafter indemnify, defend, and hold Licensee, its directors, officers, employees, and affiliates harmless against all claims, proceedings, demands, and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys' fees, arising out of any breach of any representation, warranty, or covenant expressly made by Licensor in this Agreement.
Licensor Indemnification. Subject to the limitations on liability in this Agreement, including as set forth in Section 14, Licensor shall indemnify, defend and hold harmless Licensee from and against any and all Losses incurred by Licensee arising out of or relating to any legal suit, claim, action or proceeding (each, an “Action”) by a third party (other than an affiliate of Licensee) to the extent that such Losses arise from any allegation in such Action that Licensee’s or an Authorized User’s use of the Services (excluding Licensee Data and Third Party Materials) in compliance with this Agreement infringes a Intellectual Property Right. The foregoing obligation does not apply to any Action or Losses arising out of or relating to any:
