Licensor’s Indemnity. Licensor will indemnify and save Licensee harmless from and against any and all reasonably foreseeable claims, causes of action, damages, awards, actions, suits, proceedings, demands, assessments, judgments, as well as any and all costs and legal and other expenses incidental to the foregoing, arising out of:
(a) Any act, default or breach on the part of Licensor or its officers, employees, servants, agents and representatives under the terms of this Agreement; and
(b) Any claims of intellectual property infringement arising out of the commercialization of the Technology to the extent that the potential for such specific claims were actually known by the Licensor or should have been known and were not disclosed to Licensee; or to the extent expressly waived by Licensee in writing if such claims were disclosed to Licensee.
Licensor’s Indemnity. Unless otherwise stated in the relevant Special Terms, subject to clause 10.7, the Licensor indemnifies the Licensee against and will, at its cost, defend or settle any claim, suit, action, or proceeding (collectively, an action) brought against the Licensee attributable to a claim that the authorised use of the Data by the Licensee in accordance with this Agreement constitutes a breach of the Intellectual Property Rights of a third party, provided that:
(a) the Licensee notifies the Licensor promptly in writing of any action and gives the Licensor complete authority and information required for the conduct of the action and its defence, settlement or compromise;
(b) the Licensee co-operates with the Licensor in defending or settling the action and makes its employees, agents, distributors and End Users available to give such statements, advice and evidence as the Licensor may reasonably request;
(c) the Licensee does not do, or omit to do, any act, including making any admissions, that would compromise the Licensor’s position in relation to defending or settling the action; and
(d) the Licensee at the Licensor’s instructions:
(i) amends its products and services to remove any material which is the subject of a claim that the Intellectual Property rights of a third partyhave been breached; and
(ii) ensures that each End User also removes any such material from the Licensee’s products held by that End User.
Licensor’s Indemnity. Licensor shall pay and indemnify Licensee and each Subsidiary from and against all Damages which are solely attributable to use of the Licensed Marks by Licensor and licensees other than Licensee.
Licensor’s Indemnity. Licensor will indemnify, defend and hold harmless Licensee and its Affiliates and its and their respective employees, members, stockholders, directors, officers, agents, employees and representatives from and against any and all actual damages, fines, fees, penalties, liabilities, claims, losses, demands, suits, judgments, awards, settlements, actions, obligations, costs and expenses (including reasonable costs of attorneys, accountants and other experts or other reasonable expenses of litigation or other Actions or of any default or assessment (collectively, “Losses”) that are caused by or shall arise out of any of the following: (i) any Product or Software defects; (ii) any customer service or product or technical support provided by any of Licensor’s employees, contractors, representatives or agents or the failure to provide it as required hereunder, including, without limitation, any Live Tech Support upsells; (iii) any claims or actions arising out of or resulting from Licensor or its other licensees’ and partners’ Marketing of the Products including, without limitation, claims or actions relating to any class actions and governmental or regulatory investigations, inquiries, and actions (except as otherwise subject to indemnification by Licensee in accordance with Section 7.2(ii) below); (iv) any actual or alleged infringement by the Products or any Product IP, or any advertising and materials with respect thereto provided by Licensor, of any patent, copyright, trademark or other intellectual property rights of any third parties or misappropriation of any trade secrets of any third parties, other than actual or alleged infringement by the Products or any Product IP or any of Licensee’s advertising and materials directly resulting from any modifications made thereto by Licensee or its employees, agents or representatives in connection with Licensee’s Marketing of the Products; (v) any other breach of Licensor’s obligations under this Agreement, including any breach of the representations, warranties and covenants of Licensor set forth in this Agreement; (vi) any materials provided by Licensor or its employees, agents or representatives and used by Licensee in any of the Licensee Materials; or (vii) Licensor’s or its employees, agents, representatives or licensees’ use of any Licensee Materials which are transferred, assigned, or licensed to Licensor pursuant to Section 11.5 below following the termination of this Agreement.
Licensor’s Indemnity. Licensor hereby indemnifies and holds harmless Licensee, its directors, officers, employees, representatives, consultants, Affiliates, successors, assigns and agents (each a “Licensee Indemnitee”) against all damages, claims, liabilities, losses and other expenses, including reasonable attorneys’ fees and costs, whether or not a lawsuit or other proceeding is filed, that arise out of or relate to a Claim alleging or arising out of (a) a breach or misrepresentation of any of Licensor’s representations or warranties set forth in Section 7.1 or 7.2, (b) Licensor’s fraudulent acts or willful misconduct, or (c) any design defect that was present in any Licensed Technology and Materials or Licensed Patent at the time it was provided by Licensor to Licensee hereunder; or (d) a claim that use of the Licensed Patents and/or Licensed Technology and Materials in accordance with this Agreement infringes upon or misappropriates the Intellectual Property Rights of any person or entity. In the defense or settlement of a Claim relative to the Licensed Patents or Licensed Technology and Materials, Licensor may at its option: (i) obtain for Licensee the right to continue to use the Licensed Patents or Licensed Technology and Materials, or (ii) replace or modify the Licensed Patents or Licensed Technology and Materials with substantially similar technology so that they avoid such claim while retaining the material usefulness to Licensee of the original Licensed Patents or Licensed Technology and Materials. Licensor shall have no obligations under this Section 8.2 to the extent a claim arises from (A) the use of any version of the Licensed Technology and Materials other than a current, unaltered release, if such infringement would have been avoided by the use of a current, unaltered release (provided that Licensor informed Licensee that the new version should be used to avoid infringement); (B) a modification made by Licensee that was not approved by Licensor or specified in the specifications, designs or instructions supplied by Licensor, if such infringement or design defect would have been avoided in the absence of such modification; (C) the combination, operation or use of the Licensed Patents or Licensed Technology and Materials with materials not provided or approved by Licensor, or specified in the specifications, designs or instructions supplied by Licensor, if such infringement or design defect would have been avoided in the absence of such combination, operation or ...
Licensor’s Indemnity. The second parenthetical in the first sentence of Section 15.1 of the Original Agreement is deleted in its entirety and replaced with the following: “(not including music performance and mechanical reproduction rights which are covered under Section 13.2 of this Schedule)” FCPA. It is the policy of Licensor to comply and require that its licensees comply with the U.S. Foreign Corrupt Practices Act, 15 U.S.C. Section 78dd-1 and 78dd-2, and all other applicable anti-corruption laws (collectively, "FCPA"). Licensee represents, warrants and covenants that: (i) Licensee is aware of the FCPA and will advise all persons and parties supervised by it of the requirements of the FCPA; (ii) Licensee has not and will not, and to its knowledge, no one acting on its behalf has taken or will take any action, directly or indirectly, in violation of the FCPA; (iii) Licensee has not in the last 5 years been accused of taking any action in violation of the FCPA; (iv) Licensee has not and will not cause any party to be in violation of the FCPA; (v) should Licensee learn of, or have reason to know of, any request for payment that is inconsistent with the FCPA, Licensee shall immediately notify Licensor; and (vi) Licensee is not a "foreign official" as defined under the U.S. Foreign Corrupt Practices Act, does not represent a foreign official, and will not share any fees or other benefits of this contract with a foreign official. Licensee will indemnify, defend and hold harmless Licensor and its representatives for any and all liability arising from any violation of the FCPA caused or facilitated by Licensee. In the event Licensor deems that it has reasonable grounds to suspect Licensee has violated the FCPA, Licensor and its representatives shall have the right to review and audit, at Licensor's expense, any and all books and financial records of Licensee at any time, and Licensor shall be entitled partially or totally to suspend its performance hereunder until such time it is proven to Licensor's satisfaction that Licensee has not violated the FCPA. In the event Licensor determines, in its sole discretion (whether through an audit or otherwise), that Licensee has violated the FCPA, either in connection with the Agreement or otherwise, Licensor may terminate the Agreement immediately upon written notice to Licensee. Such suspension or termination of the Agreement shall not subject Licensor to any liability, whether in contract or tort or otherwise, to Licensee or any third part...
Licensor’s Indemnity. (a) LICENSOR AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE LICENSEE GROUP FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, ACTIONS, SUITS, DAMAGES, LOSSES, AND LIABILITY (INCLUDING WITHOUT LIMITATION LITIGATION COSTS AND REASONABLE ATTORNEYS' FEES) ON ACCOUNT OF:
(1) ANY BREACH OR VIOLATION OF LICENSOR'S REPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT;
(2) ANY CLAIMED OR ACTUAL INFRINGEMENT OR CONTRIBUTORY INFRINGEMENT OF PATENTS OR COPYRIGHTS RELATING TO OR ARISING FROM THE CTI SYSTEM OR ANY NANO REACTOR UNIT OR LICENSED REACTOR, OR FROM THE LICENSED TECHNOLOGY;
Licensor’s Indemnity. Licensor shall at all times during the term of this Agreement and thereafter indemnify, defend and hold Licensee (and its directors, officers, employees, and Affiliates) harmless from and against any and all Damages incurred or suffered by Licensee (and its directors, officers, employees, and Affiliates) (excluding incidental or consequential Damages suffered or incurred by Licensee directly (as opposed to incidental or consequential Damages suffered or incurred by third parties who are, in turn, seeking the same from Licensee, which shall be covered by the indemnity set forth herein)) as a consequence of third party claims or actions based upon:
(a) any breach of any representation or warranty made by Licensor in this Agreement; or
(b) any failure to perform duly and punctually any covenant, agreement or undertaking on the part of Licensor contained in this Agreement.
(c) infringements or claims of infringements in relation to the SHS on any intellectual property rights of any other person.
(d) the design of the SHS.
Licensor’s Indemnity. Subject to Section 7.14, to indemnify the Licensee, its agents, officers, directors, employees, contractors, parents, service providers, subsidiaries, successors and assigns (collectively, the “Licensee Indemnified Parties”) and save them harmless from and against all losses, claims, actions, damages, costs, liabilities and expenses (together the "Claims") in connection with loss of life, personal injury, damage to property (including any portion of the Building and its equipment, machinery, services, fixtures and Improvements) or any other loss or injury arising from or out of the conduct of any work by the Licensor, the provision of any service by the Licensor or any act or omission of the Licensor or those for whom the Licensor is at law responsible or by anyone permitted to be in the Building by the Licensor. If the Licensee is, without fault on its part, made a party to any litigation commenced by or against the Licensor, then the Licensor will protect, indemnify and hold the Licensee harmless and pay all expenses and reasonable legal fees incurred or paid by the Licensee in connection with such litigation.
Licensor’s Indemnity. Licensors will defend, hold harmless and indemnify Licensee and each of its Affiliates, officers, directors, shareholders, employees, contractors, agents and representatives from and against any and all Losses and Expenses arising out of, resulting from or based upon any pending or threatened claim, action, proceeding or suit by any third party, whether based on contract, tort or otherwise, arising out of or in connection with (i) any breach of this Agreement by Licensors and (ii) the use of the Publisher Marks by Licensee in accordance with the terms of this Agreement.
