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. 16.1 Licensor, at its own expense, shall defend any legal action brought against Licensee to the extent that it is based upon a claim that the normal operation, possession or use by Licensee of the Licensed System infringes a patent, copyright or intellectual or industrial property rights of any person, firm or corporation not a party to this Agreement (an "Intellectual Property Infringement"), provided that Licensee:
a. gives notice to Licensor of any claim or action of an Intellectual Property Infringement within 10 days of becoming aware of it; and
b. gives Licensor the sole conduct of the defense to any claim or action of an Intellectual Property Infringement and does not admit liability or otherwise settle or compromise the claim or action except upon the express instructions of Licensor; and
c. acts in accordance with the reasonable instructions of Licensor and gives to Licensor such assistance as it shall reasonably require with respect to the conduct of the defense including, without prejudice to the generality of the foregoing, the filing of all pleadings and other court process and the provision of all relevant documents. If Licensee meets these conditions, Licensor shall indemnify and hold Licensee harmless with respect to all losses, liabilities, costs, expenses, and damages actually incurred by Licensee arising out of a claim of an Intellectual Property Infringement notwithstanding the limitations of the Section titled "Limitation of Liability."
16.2 If the Licensed System or any part of it becomes, or in Licensor's opinion is likely to become, the subject of a claim of an Intellectual Property Infringement, Licensor shall be entitled at its option, to either:
a. procure for Licensee the right to continue using the Licensed System;
b. make alterations or modifications to the Licensed System so that it becomes non-infringing without incurring a material diminution in performance or function;
c. replace the Licensed System with a noninfringing substitute provided that such substitute does not entail a material diminution in performance or function; or
d. if none of these alternatives is reasonably available to Licensor, terminate this license and this Agreement upon one (1) month's written notice.
e. If Licensor elects to terminate this Agreement under this provision, Licensor shall refund to Licensee the License Fees for the Licensed System paid by Licensee under this Agreement, less one-sixtieth (1/60) of said License Fees for each month in wh...
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. (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 MARKS infringe 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 MARKS that is not authorized by LICENSOR.
(b) LICENSOR'S obligation to indemnify shall not be effective unless LICENSEE gives LICENSOR prompt notice of any claim which might trigger such obligation and affords LICENSOR the opportunity to assume the defense thereof. LICENSOR'S obligation to indemnify shall not be effective in the event that LICENSEE settles such claim without first obtaining LICENSOR'S consent thereto.
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. Subject to the terms and conditions of this Agreement, including those set forth in Section 10.3 and Section 10.4, Licensor shall indemnify, defend and hold harmless Licensee, its Affiliates, officers, directors, employees, contractors, or agents (collectively, “Licensee Indemnified Parties”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, "Losses") incurred by any one or more Licensee Indemnified Parties relating to, arising out of or resulting from any third-party claim alleging (a) a breach of any representation or warranty by Licensor, (b) any grossly negligent or more culpable act or omission of Licensor, its subcontractors or its personnel (including any intentional, reckless or willful misconduct) in connection with the performance of this Agreement; or (c) any failure by Licensor, its subcontractors or its personnel to comply with any applicable laws.
