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. Licensor shall defend, indemnify and hold Licensee harmless from any and all claims, liability, damages, costs and expenses (including reasonable attorney’s fees) and including, without limitation, from personal injury (including death) or property damage arising from: (i) any breach by Licensor of its representations and warranties set forth in paragraph 8.1; (ii) any breach by Licensor of any other of Licensor’s obligations under this Agreement; (iii) an claim by a third party for infringement or misappropriation of such third party’s intellectual property rights as a result of the licensing or use of the Proprietary Process; and/or (iv) the design, manufacture, processing, or use of any of the Licensed Products, except that there shall be no duty of indemnification for claims, liability, damages, costs or expenses arising or growing out of Licensee’s gross negligence or material deviation from Licensor’s written quality control standards relating to the manufacture, processing, or use of the Licensed Products. Licensee shall promptly notify Licensor of any notice of a claim or suit covered by this indemnity and cooperates with Licensor in the defense of any such claim or suit. Licensee shall have the right to have an attorney of its own choosing, at Licensee’s expense, participate with Licensor in the defense of any such claim or suit; provided, however, that if Licensee’s defenses to such claim are different from or adverse to Licensor’s defenses, than the costs of such separate counsel shall be paid by Licensor. Notwithstanding the foregoing, if Licensee becomes subject to a claim by a third party for infringement or misappropriation of such third party’s intellectual property rights then in addition to Licensor’s indemnification obligations Licensor may, at its sole option and expense: (i) procure for Licensee the right to continue licensing the Proprietary Process in exactly the same manner and on the same terms as set forth in this Agreement; or (ii) terminate this Agreement and (a) promptly pay Licensee the cost for the production line, and (b) take back any inventory purchased by Licensee and credit Licensee’s account the cost of such inventory (to the extent Licensee owes Licensor for any such inventory) or refund Licensee the cost of such inventory.
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. Subject to clauses 10.2 and 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 any breach of the warranty contained in clause 8.1 or 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 party, or any provisions of the Privacy Xxx 0000, or any other applicable law relating to the protection of personal data, have 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. (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. Notwithstanding anything to the contrary contained in Section 21.A. above, Licensee shall not be required to protect, defend, save harmless or indemnify Licensor from any liability for injury, loss, accident or damage to any person or property resulting solely and directly from Licensors gross negligence or willful misconduct or that of Licensors agents or employees in connection with Licensors activities on or about the Premises, the Building or the Facility (including the common areas), Licensor hereby indemnifies and agrees to protect, defend and hold Licensee harmless from and against any liability for injury, loss, accident or damage to any person or property resulting solely and directly from Licensor's gross negligence or willful misconduct or that of Licensors agents and employees in connection with Licensors activities in or about the Building or the Facility. Such exclusion from Licensee's indemnity and such agreement by Licensor to so indemnify and hold Licensee harmless are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried by Licensee pursuant to the provisions of this Lease to the extent that such policies cover (or, if such policies would have been carried as required, would have covered) the result of gross negligence or willful misconduct of Licensor or those of its agents or employees.
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.
