Licensor’s Indemnification. Licensor agrees to indemnify, defend and hold harmless Licensee, its affiliates, employees, directors, agents, representatives, successors and assigns from and against any losses, liabilities, costs, damages, claims, fines, penalties and expenses including, without limitations, costs of defense or settlement and reasonable attorney's, consultant's, and expert's fees that arise out of or result from any breach of representation or warranty by Licensor to perform its obligations under this Agreement.
Licensor’s Indemnification. The Licensor will indemnify, defend, and hold harmless the Licensee and the Licensee’s parent company, subsidiaries, affiliates, and each of their directors, officers, employees, attorneys, accountants, and agents from and against any claims, costs, damages, losses, liabilities, and expenses (including, without limitation, attorneys’ fees) relating to any claims, actions, or proceedings against any of the aforesaid indemnified parties arising out of or related in any way to (i) the Licensor’s breach of this Agreement or any of the Licensor’s representations or warranties contained herein, or (ii) the Licensor’s violation of any laws, rules, regulations, or any third party in connection with the Game.
Licensor’s Indemnification. Licensor shall indemnify, defend and hold Licensee, its Affiliates, and their respective officers, directors, employees and agents (each, a “Licensor Indemnified Party”), harmless from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries and deficiencies, including interest, penalties, reasonable attorneys’ fees, costs of investigation and any legal or other expenses or costs (“Losses”) incurred or suffered by any Licensor Indemnified Party arising out of, in connection with or resulting from any claim, allegation or judgment as to: (i) any violation or infringement upon any common law or statutory intellectual property rights of any third party that arises from or relates to Licensor Intellectual Property, or (ii) any inaccuracy or breach in any of Licensor’s representations and warranties under this Agreement.
Licensor’s Indemnification. Licensor agrees to defend, indemnify and -------------------------- hold harmless Licensee and its Affiliate, Subsidiary and Related companies and each of their respective directors, officers, employees, representatives and agents, at Licensor's expense, from and against any and all actions, claims, proceedings or lawsuits to the extent arising from or related in any way to, claims that Licensee's use of the Marks and/or Names hereunder infringes the trademark, service xxxx, trade dress or trade name rights of third parties in the U.S., its
Licensor’s Indemnification. Licensor agrees to defend, indemnify and hold Licensee, its officers, directors, shareholders, employees, legal representatives, successors and assigns harmless of, from and against any loss, claim, damage, liability, penalty or other cost or expense (including reasonable attorneys’ fees) incurred or sustained at any time by any of them on account of or relating to any claims that the Marks infringe the intellectual property rights of any third party or the breach by Licensor of any of its representations, warranties, covenants, duties or obligations under this Agreement. This indemnity is subject to the limitations on indemnification set forth in Section 11.4 of the Purchase Agreement.
Licensor’s Indemnification. Licensors shall indemnify, defend, and hold harmless Licensees and their shareholders, directors, officers, managers, members, agents, employees, members, subsidiaries and successors in interest from any claim, liability and expense, including reasonable attorneys' fees, arising out of any claim that Licensees' permitted use of the Software infringes the patent, copyright, trade xxxx, trade secret or other proprietary rights of a third party. In the event a claim of infringement is asserted, Licensors shall procure for Licensees the right to continue using the Software pursuant to this Agreement. Any costs associated with implementing either of the above alternatives will be borne by Licensors.
Licensor’s Indemnification. Licensor shall indemnify and hold harmless Programmer from and against any and all claims, losses, consents, liabilities, damages, FCC forfeitures and expenses (including reasonable legal fees and other expenses incidental thereto) of every kind, nature and description, arising out of Licensor’s operations and broadcasts to the extent permitted by law and any action taken by the Licensor or its employees and agents with respect to the Station, or any failure by Licensor or its employees and agents to take any action with respect to the Station.
Licensor’s Indemnification. Licensor agrees to indemnify and hold --------------------------- Licensee harmless, up to the amount of royalties paid by Licensee to Licensor, from any and all claims, liabilities, judgments, penalties, losses, costs, damages, and expenses resulting therefrom, including reasonable attorneys' fees, but excluding lost profits, made by third parties asserting rights in the Properties as used on Products, when use of the Properties by Licensee has been in strict accordance with the terms of this Agreement.
Licensor’s Indemnification a. LICENSOR agrees to defend, indemnify and hold LICENSEE harmless against any damages, liabilities and expenses LICENSEE may suffer, including reasonable attorneys' fees and costs of suit, arising from a claim that the LICENSED MARKS used apart from or incorporated in the COMBINATION MARK xxxringe the trademark rights of a third party within the TERRITORY; except to the extent such claim results directly or indirectly, in whole or in part, from some unauthorized action or activity by LICENSEE with respect to the LICENSED MARK xxxt is not authorized by LICENSOR.
Licensor’s Indemnification. Licensors shall indemnify, defend, and hold harmless Licensees and their shareholders, directors, officers, managers, members, agents, employees, members, subsidiaries and successors in interest from any claim, liability and expense, including reasonable attorneys' fees, arising out of any claim that Licensees' permitted use of the Software infringes the patent, copyright, trade xxxx, trade secret or other proprietary rights of a third party. In the event a claim of infringement is asserted, Licensors shall procure for Licensees the right to continue using the Software pursuant to this Agreement. Any costs associated with implementing either of the above alternatives will be borne by Licensors. 10. Licensees' Indemnification. Licensees shall indemnify, defend, and hold harmless Licensors and their directors, officers, agents, employees, members, subsidiaries and successors in interest from any claim, liability and expense, including reasonable attorneys' fees, arising out of Licensee's exceeding the scope of the License and the permissions granted hereunder with respect to Licensees' use of the OEM Software including, but not limited to, Licensees' continuing to use the OEM Software beyond the Term of this Agreement. 4 <PAGE> 11.
