Common use of Licensor’s Duty To Indemnify Clause in Contracts

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.

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 Xxxxxxxx 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.

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 gives 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 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.

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 6.15.1, 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 gives 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 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.