Licensor’s Duty To Indemnify Sample Clauses

Licensor’s Duty To Indemnify. If a claim is made by a third party against Licensee that alleges a breach of the warranty set forth in Section 6.1, then Licensor shall defend against such claim at its own expense and shall indemnify Licensee and hold it harmless against any settlement or any final judgment, including an award of attorneys’ fees, that may be awarded by a court of competent jurisdiction against Licensee as a result of the foregoing; provided that Licensee shall give Licensor prompt written notice of such claim, allows Licensor to control the defense, and provide Licensor with all reasonable cooperation. Provided Licensor assumes the defense of the infringement claim in a timely fashion, Licensor shall have no obligation to pay Licensee’s attorneys’ fees. Further, Licensor shall have no liability or duty to Licensee for any claim of infringement pursuant to this Section if the claim is based on Licensee’s, or third party’s addition or modification to the Software when the claim of infringement is based on the addition or modification and the addition or modification was not authorized in writing by Licensor.
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Licensor’s Duty To Indemnify. Licensor shall defend against any claim or lawsuit by a third party (a "Claim") against Licensee and its the officers, directors, employees, successors, and assigns (collectively, "Licensee Indemnified Parties") (a) that the Licensed Software infringes any patent, copyright, or trademark or misappropriates a trade secret of a third party, or (b) that arises out of or relates to any actual or alleged personal or bodily injury (including, without limitation, death) or damage to tangible property caused by the Licensed Software, and will indemnify and hold harmless the Licensee Indemnified Parties against all costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) ("Damages") awarded against the Licensee Indemnified Parties by a court of competent jurisdiction, or agreed to in a written settlement agreement, arising out of such Claim. Licensor will have no liability under this Section 9.1 to the extent that a Claim arises from modification of the Licensed Software by Licensee or the combination of the Licensed Software with any other products, services, or materials if the Licensed Software would not be infringing but for such modification or combination.
Sample 1

Related to Licensor’s Duty To Indemnify

  • Agreement to Indemnify The Company agrees to indemnify Indemnitee as follows:

  • Indemnification by Licensee Licensee shall defend, indemnify and hold harmless Licensor and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensor Parties”) from and against any Action, and any and all direct losses suffered or incurred by Licensor in connection with any third party claims (a) arising out of or resulting from any breach by Licensee of any provision of this Agreement, (b) regarding the Content (other than Licensed Content) of the websites associated with Licensed Domain Names, or (c) regarding any Content that was subject to a request for removal by a Governmental Authority, even if Licensee removes such Content within the time period proscribed by the Governmental Authority, provided that, in all cases, Licensee shall not be liable for any direct losses suffered or incurred by Licensor as a result of Licensor’s failure to provide Licensee with a reasonable period of time to remove Content in cases where (i) the basis or nature of the offense has not previously been identified by any Governmental Authority as offensive or inappropriate and (ii) Licensee has not also received notice from the Governmental Authority. Licensee’s obligation to indemnify Licensor shall be conditioned on (x) Licensor’s provision to Licensee of prompt notice of such an Action (except where any delay does not materially prejudice Licensee); (y) Licensor’s reasonable cooperation with Licensee in the defense and settlement of such an Action at Licensee’s cost; and (z) Licensee having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensee may not settle any Action in a manner that adversely affects Licensor without Licensor’s prior written consent, not to be unreasonably withheld or delayed).

  • Indemnification by Licensor Licensor shall defend, indemnify and hold harmless Licensee and its Affiliates, and their respective officers, directors, employees, agents, shareholders, successors and assigns, (collectively, the “Licensee Parties”) from and against any claim, suit, demand or action (“Action”), and any and all direct losses suffered or incurred by Licensee in connection with any third party claims (a) arising out of or resulting from any breach by Licensor of any provision of this Agreement, or (b) that Licensee’s use of the Licensed Software infringes on any intellectual property rights of such third party, provided, however, that Licensee’s use is consistent with the terms of this Agreement and that the Action is not caused by the use of the Licensed Software or any component thereof in combination with any other system, equipment or Software where but for such use, the Action for infringement would not lie. Licensor’s obligation to indemnify Licensee shall be conditioned on (a) Licensee’s provision to Licensor of prompt notice of such an Action (except where any delay does not materially prejudice Licensor); (b) Licensee’s reasonable cooperation with Licensor in the defense and settlement of such an Action at Licensor’s cost; and (c) Licensor having exclusive control of the defense, settlement and/or compromise of such an Action (provided that Licensor may not settle any Action in a manner that adversely affects Licensee without Licensee’s prior written consent, not to be unreasonably withheld or delayed).

  • Determination of Right to Indemnification (a) To the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Indemnifiable Claim or any portion thereof or in defense of any issue or matter therein, including, without limitation, dismissal without prejudice, Indemnitee shall be indemnified against all Indemnifiable Losses relating to, arising out of or resulting from such Indemnifiable Claim in accordance with Section 2 and no Standard of Conduct Determination (as defined in Section 7(b)) shall be required.

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