Common use of Licensor Indemnity Clause in Contracts

Licensor Indemnity. Licensor shall indemnify, defend and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, licensors, and their respective successors, heirs and assigns and representatives, from and against any and all Losses payable to a Third Party based on Claims brought by a Third Party arising out of or relating to (a) a breach of this Agreement by Licensor, including the representations, warranties and covenants of Licensor set forth in Section 4.1 and/or Article 9, (b) the gross negligence, recklessness or willful misconduct of Licensor or its Affiliates or its or their respective directors, officers, employees and agents, in connection with Licensor’s performance of its obligations or exercise of its rights under this Agreement, (c) personal injury arising out of the conduct by Licensor of any clinical studies for the Licensed Property prior to the Effective Date, (d) payments for services rendered to Licensor prior to the Effective Date related to the Licensed Products, (e) the conduct and close of any existing clinical or other studies involving the Licensed Property not assigned to Licensor under Section 3.3 after the Effective Date; and/or (f) any Development, use, manufacture, or Commercialization of Licensed Reversion Products by Licensor following the reversion thereof to Licensor pursuant to Section 13.4 in the Territory, including any product liability claims and intellectual property infringement claims in the Territory or any personal injury, property damage or other damage in the Territory arising therefrom; except in any such case for Losses and Claims to the extent reasonably attributable to any breach of this Agreement by Licensee, its Affiliates or SubLicensees, failure of Licensee, its Affiliates or SubLicensees to comply with Applicable Law with respect to its Development or Commercialization of the Licensed Products, or Licensee, its Affiliates or SubLicensees having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the extent Licensor has an indemnification obligation to Licensor pursuant to Section 12.1.

Licensor Indemnity. Licensor shall Licensor, at its own expense, will indemnify, defend and hold harmless Licensee and Yahoo, its Affiliates, Affiliates and their respective officers, directors, employees, representatives, agents, licensors, and their respective successors, heirs and assigns and representatives, from and against any and all Losses payable to a Third Party based on Claims judgment, loss, damage, liability, cost or expense (including reasonable attorneys' fees) arising from any third party claim, brought by a Third Party arising out of or relating to (a) a breach of this Agreement by Licensor, including the representations, warranties and covenants of Licensor set forth in Section 4.1 and/or Article 9, (b) the gross negligence, recklessness or willful misconduct of Licensor against Yahoo or its Affiliates alleging that (1) the Licensor Content as delivered to Yahoo, (2) any material contained on the Yahoo Cobranded Pages (other than the Yahoo Brand Features), (3) any Licensor Brand Feature licensed to Yahoo hereunder or its (4) or their respective directorsany material, officersincluding, employees without limitation, software, included on or downloadable from Licensor Site that is full text of articles excerpted or headlined on the Yahoo Cobranded Pages or is specifically referenced on the Yahoo Cobranded Pages (including those shareware files or other software available for download either via a download button on the Yahoo Cobranded Pages or which are specifically referred to on the Yahoo Cobranded Pages), infringes in any manner any Intellectual Property Right of any third party or contains any material or information that is obscene, defamatory, libelous, slanderous, that violates any person's right of publicity, privacy or contains any virus; PROVIDED, HOWEVER, that Licensor shall have no obligation to indemnify under this section unless: (x) Yahoo provides Licensor with prompt written notice of any such claim; (y)Yahoo permits Licensor to assume and agentscontrol the defense of such action, with counsel chosen by Licensor (who shall be reasonably acceptable to Yahoo); and (z) Licensor does not enter into any settlement or compromise of any such claim without Yahoo's prior written consent, which consent shall not be unreasonably withheld. Licensor will pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys' fees and costs awarded against or otherwise incurred by Yahoo or an Affiliate in connection with Licensor’s performance of its obligations or exercise of its rights under this Agreement, (c) personal injury arising out of the conduct by Licensor of any clinical studies for the Licensed Property prior to the Effective Date, (d) payments for services rendered to Licensor prior to the Effective Date related to the Licensed Products, (e) the conduct and close of any existing clinical or other studies involving the Licensed Property not assigned to Licensor under Section 3.3 after the Effective Date; and/or (f) any Development, use, manufacture, or Commercialization of Licensed Reversion Products by Licensor following the reversion thereof to Licensor pursuant to Section 13.4 in the Territory, including any product liability claims and intellectual property infringement claims in the Territory or any personal injury, property damage or other damage in the Territory arising therefrom; except in from any such case claim, suit, action or proceeding. It is understood and agreed that Yahoo does not intend and will not be required to edit or review for Losses and Claims to the extent reasonably attributable to accuracy or appropriateness any breach of this Agreement by Licensee, its Affiliates or SubLicensees, failure of Licensee, its Affiliates or SubLicensees to comply with Applicable Law with respect to its Development or Commercialization of the Licensed Products, or Licensee, its Affiliates or SubLicensees having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the extent Licensor has an indemnification obligation to Licensor pursuant to Section 12.1Content.

Licensor Indemnity. Subject to Section 4.5, Licensor shall indemnify, defend and hold harmless Licensee and its Affiliates, Affiliates and their respective stockholders, officers, directors, employees, agents, licensorssuccessors and assigns against any third party claim, suit or proceeding (collectively, “Action”) alleging that the Licensor Process Technology, PDK IP or Durable Marks or their use in accordance with this Agreement, solely unmodified in the form provided by Licensor and used solely as contemplated herein, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control of any such Action or settlement negotiations, and their respective successorsLicensor agrees to pay, heirs subject to the limitations hereinafter set forth, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Licensor Process Technology, PDK IP or Durable Marks in the form provided by Licensor and assigns used solely as contemplated herein. Notwithstanding the foregoing, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts to the extent arising from (i) any Improvement or modification of the Licensor Process Technology or PDK IP not made by Licensor; or (ii) any combination of the Licensor Process Technology or PDK IP with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such Action and representativessuch failure prejudices the defense of such Action, from (ii) give Licensor authority to proceed with sole control of the Action as contemplated herein, or (iii) give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written authorization. Licensee shall have the right to participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any and all Losses payable such claim or take any action in prejudice to a Third Party based on Claims brought by a Third Party arising out Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of or relating any Action, Licensor shall have the right to (a) a breach modify the Licensor Process Technology or PDK IP to avoid the alleged infringement, provided such modifications do not result in any material loss of this Agreement by Licensorfunctionality to the Licensee of the Licensor Process Technology or PDK IP, including the representations, warranties and covenants of Licensor set forth in Section 4.1 and/or Article 9, or (b) the gross negligence, recklessness or willful misconduct of Licensor or its Affiliates or its or their respective directors, officers, employees and agents, in connection with Licensor’s performance of its obligations or exercise of its rights under this Agreement, (c) personal injury arising out of the conduct by Licensor of obtain any clinical studies for the Licensed Property prior to the Effective Date, (d) payments for services rendered to Licensor prior to the Effective Date related to the Licensed Products, (e) the conduct and close of any existing clinical necessary license or other studies involving right to enable Licensee to continue to use the Licensed Property not assigned to Licensor under Section 3.3 after the Effective Date; and/or (f) any Development, use, manufacture, Process Technology or Commercialization of Licensed Reversion Products by Licensor following the reversion thereof to Licensor pursuant to Section 13.4 in the Territory, including any product liability claims and intellectual property infringement claims in the Territory or any personal injury, property damage or other damage in the Territory arising therefrom; except in any such case for Losses and Claims to the extent reasonably attributable to any breach of this Agreement by Licensee, its Affiliates or SubLicensees, failure of Licensee, its Affiliates or SubLicensees to comply with Applicable Law with respect to its Development or Commercialization of the Licensed Products, or Licensee, its Affiliates or SubLicensees having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the extent Licensor has an indemnification obligation to Licensor pursuant to Section 12.1PDK IP substantially as contemplated herein without infringement.

Licensor Indemnity. Licensor shall will, at its expense, indemnify, defend and hold harmless Licensee Buyer and (at Buyer’s option) its Affiliates, Authorized Buyer Entities and their respective officers, directors, employees, agents, licensors, agents and their respective successors, heirs and assigns and representatives, representatives (collectively “Buyer Indemnified Parties”) from and against any and all Losses payable to a Third Party based on Claims claims, actions, proceedings and suits brought by a Third Party third party, and any and all related liabilities, losses, damages, settlements, penalties, fines, costs and expenses (including, without limitation, reasonable attorneys’ fees) (“Claims”), to the extent arising out of or relating to an allegation of any of the following: (a) a Claim that the Licensed Materials or any Licensor Content (excluding Buyer Data) provided by Licensor hereunder or Buyer’s use thereof as permitted under this Agreement infringes or violates any third party’s Proprietary Rights; provided, however, that Licensor shall not be responsible to indemnify Buyer or Buyer Indemnified Parties, to the extent such alleged infringement arises from: (i) items, devices, data, programs, software, hardware or written materials specifically supplied by Buyer or Buyer Indemnified Parties; (ii) combinations of the Licensed Materials or any Licensor Content with any other items, devices, data, programs, software, hardware or written materials not provided or made accessible by Licensor or not specifically referenced for use with the Licensed Materials by the AWS Marketplace Listing or Documentation; (iii) modifications to the Licensed Materials or Licensor Content not provided by Licensor or its Personnel; (iv) any portion of the Licensed Materials or any Licensor Content (or any modification thereto) that is made by Licensor or its agents according to or in compliance with Buyer’s or Buyer Indemnified Parties’ written designs, specifications, instructions, or the like; (v) use of the Licensed Materials or any Licensor Content by Buyer in breach of this Agreement Agreement; or (vi) the failure of Buyer or Buyer Indemnified Parties to use an updated, non-infringing version of the Licensed Materials or any Licensor Content that was made available by Licensor, including the representations, warranties ; and covenants of Licensor set forth in Section 4.1 and/or Article 9, (b) the gross negligence, recklessness or willful misconduct of Licensor or its Affiliates or its or their respective directors, officers, employees and agents, in connection with Licensor’s performance of its obligations or exercise of its rights under this Agreement, (c) personal injury a Claim arising out of the conduct by Licensor of any clinical studies for the Licensed Property prior to the Effective Date, (d) payments for services rendered to Licensor prior to the Effective Date related to the Licensed Products, (e) the conduct and close of any existing clinical or other studies involving the Licensed Property not assigned to Licensor under Section 3.3 after the Effective Date; and/or (f) any Development, use, manufacture, or Commercialization of Licensed Reversion Products by Licensor following the reversion thereof to Licensor pursuant to Section 13.4 in the Territory, including any product liability claims and intellectual property infringement claims in the Territory or any personal injury, property damage or other damage in the Territory arising therefrom; except in any such case for Losses and Claims to the extent reasonably attributable to any breach of this Agreement by Licensee, its Affiliates or SubLicensees, failure of Licensee, its Affiliates or SubLicensees to comply with Applicable Law with respect to its Development Licensor’s posting or Commercialization of displaying Licensor Content on the Licensed Products, Software or Licensee, its Affiliates or SubLicensees having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the extent Licensor has an indemnification obligation to Licensor pursuant to Section 12.1Services.

Licensor Indemnity. Subject to Section 4.5, Licensor shall indemnify, have the right and obligation to defend and hold harmless Licensee and its Affiliates, Affiliates and their respective stockholders, officers, directors, employees, agents, licensorssuccessors and assigns against any third party claim, suit or proceeding (collectively, “Action”) alleging that the Atmel Design Elements or their use in accordance with this Agreement, solely unmodified in the form provided by Licensor and used solely as contemplated herein, infringes or misappropriates any third party Intellectual Property Rights, subject to the limitations hereinafter set forth. Licensor will have sole control of any such Action or settlement negotiations, and their respective successorsLicensor agrees to pay, heirs subject to the limitations hereinafter set forth, any final judgment entered against Licensee in any such Action defended by Licensor excluding any amount thereof that is not attributable to infringement or misappropriation resulting from the use of Atmel Design Elements in the form provided by Licensor and assigns used solely as contemplated herein. Notwithstanding the foregoing, Licensor shall have no obligation to defend or settle any Action or to pay any judgment or other amounts to the extent arising from (i) any Improvement or modification of the Atmel Design Elements not made by Licensor; or (ii) any combination of the Atmel Design Elements with technology or other items not provided by Licensor. Licensee agrees that Licensor will be relieved of the foregoing obligations if Licensee fails to (i) notify Licensor promptly in writing of such Action and representativessuch failure prejudices the defense of such Action, from (ii) give Licensor authority to proceed with sole control of the Action as contemplated herein, or (iii) give Licensor proper and full information and assistance in order to settle and/or defend any such Action. Licensor will not be liable for any costs or expenses incurred without its prior written authorization. Licensee shall have the right to participate with Licensee’s own counsel at Licensee’s sole expense in the defense of any claim against Licensee and Licensor shall not settle any and all Losses payable such claim or take any action in prejudice to a Third Party based on Claims brought by a Third Party arising out Licensee’s interests without Licensee’s written consent, which shall not be unreasonably withheld, conditioned or delayed. In the event of or relating any Action, Licensor shall have the right to (a) a breach modify the Atmel Design Elements to avoid the alleged infringement, provided such modifications do not result in any material loss of this Agreement by Licensorfunctionality to the Licensee of the Atmel Design Elements, including the representations, warranties and covenants of Licensor set forth in Section 4.1 and/or Article 9, or (b) the gross negligence, recklessness or willful misconduct of Licensor or its Affiliates or its or their respective directors, officers, employees and agents, in connection with Licensor’s performance of its obligations or exercise of its rights under this Agreement, (c) personal injury arising out of the conduct by Licensor of obtain any clinical studies for the Licensed Property prior to the Effective Date, (d) payments for services rendered to Licensor prior to the Effective Date related to the Licensed Products, (e) the conduct and close of any existing clinical necessary license or other studies involving right to enable Licensee to continue to use the Licensed Property not assigned to Licensor under Section 3.3 after the Effective Date; and/or (f) any Development, use, manufacture, or Commercialization of Licensed Reversion Products by Licensor following the reversion thereof to Licensor pursuant to Section 13.4 in the Territory, including any product liability claims and intellectual property infringement claims in the Territory or any personal injury, property damage or other damage in the Territory arising therefrom; except in any such case for Losses and Claims to the extent reasonably attributable to any breach of this Agreement by Licensee, its Affiliates or SubLicensees, failure of Licensee, its Affiliates or SubLicensees to comply with Applicable Law with respect to its Development or Commercialization of the Licensed Products, or Licensee, its Affiliates or SubLicensees having committed an act or acts of gross negligence, recklessness or willful misconduct, or to the extent Licensor has an indemnification obligation to Licensor pursuant to Section 12.1Atmel Design Elements substantially as contemplated herein without infringement.