Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions. 19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions. 19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception. 19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed. 19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written. 19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise. 19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, kxxxx xxxxxxx Worldwide, Sterling/Wxxxxxx Company or its executives and employees.
Appears in 2 contracts
Samples: License Agreement (NuGene International, Inc.), License Agreement (Bling Marketing, Inc.)
Warranties and Indemnification. 19.1 4.1 Licensor hereby indemnifies Licensee represents and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions.
19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions.
19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it entire right, title and Licensee are entitled to use the Licensed Marks interest in commerce relating and to the Licensed Productstrademarks above and the Technology, and that to the best of its knowledge and belief, no other person or entity it has the right full right, power and capacity to use enter into this Agreement and to lawfully grant the Licensed Marks exclusive rights granted to Licensee hereby. Licensor further warrants that, except as otherwise provided in commerce on the Licensed Productsthis Agreement, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistakeit will not take any action, or deceptionfail to take any action during the term of this Agreement, that would negate this Agreement or cause a loss to Licensee of the License granted hereunder.
19.4 4.2 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed.
19.5 Licensee represents and warrants to Licensor that: (i) Licensee that it is a corporation duly organized, validly existing and in good standing under the laws of the State of Colorado; has the full power and authority to enter into this Agreement Agreement; all corporate and other action required to be taken on behalf of Licensee Licensor to authorize the execution and to perform all delivery of Licensee’s material obligations pursuant to this Agreement, and to carry out the transactions contemplated herein, have been duly and properly taken.
4.3 Licensee shall defend at its own cost any infringement suit that may be brought against Licensee or Licensor on account of the Licensed Products manufactureddevelopment, soldmanufacture, and/or distributed production, use, or sale of the Technology or of any Product sold by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used Licensee, and shall comply with all applicable laws (including federal, stateindemnify and save Licensor harmless against any such patent or similar infringement suits, and local)any claims, losses, damages, liabilities or expenses, including reasonable attorneys' fees and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disreputecosts, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to which may be incurred by Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law therein or in fact), oral or writtensettlement thereof. Any and all settlements must be approved by Licensor before execution by Licensee.
19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits4.4 LICENSOR DOES NOT WARRANT THE ADEQUACY OF THE TECHNOLOGY AND DOES NOT WARRANT, or other significant developmentsEXPRESSLY OR IMPLIEDLY, formal investigationsTHE MERCHANTABILITY, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any partySUITABILITY OR FITNESS THEREOF FOR ANY PURPOSE WHATSOEVER. EXCEPT AS OTHERWISE SET FORTH IN THIS SECTION 4, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they ariseLICENSOR DISCLAIMS ALL OTHER WARRANTIES OF WHATEVER NATURE, EXPRESS OR IMPLIED.
19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, kxxxx xxxxxxx Worldwide, Sterling/Wxxxxxx Company or its executives and employees.
Appears in 2 contracts
Samples: Technology License Agreement (1st Net Technologies Inc), Technology License Agreement (1st Net Technologies Inc)
Warranties and Indemnification. 19.1 17.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) suits for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actionsclaims.
19.2 17.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, or claims relating to or allegedly relating to any transactions, actions, activity, omissions or circumstances involving Licensee or any of its parents, subsidiaries, officers, directors or affiliates, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above)infringement, dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ and accountants’ fees, costs, and expenses of counsel relating to any and all such actions.
19.3 17.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception.
19.4 17.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed.
19.5 17.5 Licensee represents and warrants to Licensor that: (i) Licensee that it has the full power lawful capacity and authority right to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreementused. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, Licensor as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written.
19.6 17.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits or threatened lawsuits, or other significant developments, formal investigations, claims, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise.
19.7 17.7 For purposes of this Section 1917, the term “Licensor” shall mean Licensor and Xxxxx Xxxxxxx Worldwide and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, kxxxx xxxxxxx Worldwide, Sterling/Wxxxxxx Company or its executives and employeesXxxxx Xxxxxxx.
Appears in 1 contract
Warranties and Indemnification. 19.1 16.1 Licensor hereby indemnifies Licensee and undertakes to hold it Licensee harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreementherein, provided that prompt written notice is given to Licensor within ten (10) days of receipt by Licensee of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section 16.1 shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject claims, and this indemnification obligates Licensor to the reasonable approval of the Licenseepay for all costs and expenses as incurred rather than to reimburse upon conclusion. However, Licensor shall not be solely responsible for obligated to provide any and all attorneys fees, costs, and expenses indemnification hereunder in the event of counsel relating to any and all such actionsnegligence or criminal conduct of Licensee which bears directly upon the claim underlying the indemnification obligation hereunder.
19.2 16.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation liability or otherwise. Licensor reserves the right to select counsel counsel, reasonably acceptable to Licensor, to defend and/or bring any such claims, subject and this indemnification obligates Licensee to the reasonable approval of the Licenseepay for all costs and expenses as incurred rather than to reimburse upon conclusion. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions.
19.3 Licensor warrants that it has the lawful capacity . However, Licensee shall not be obligated to execute this Agreement and that it is the owner provide any indemnification hereunder in (a) intellectual property claims arising out of the Licensed Marks Marks, or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either (b) in the identical form event of negligence or in such near resemblance thereto as may be likely, when applied to criminal conduct of Licensor which bears directly upon the goods of such other person or entity, to cause confusion, mistake, or deceptionclaim underlying the indemnification obligation hereunder.
19.4 16.3 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed.
19.5 16.4 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this License Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this License Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federalFederal, stateState, and local)local laws, and industry standards. , (ii) Licensee will not knowingly harm or misuse the Licensed Marks Property or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this License Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the express prior written approval of Licensor or of Ms. IrelandLicensor, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this License Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following upon written notice, and failure to do so constitutes a material breach of this License Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, Licensor as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written.
19.6 Licensee 16.5 The Party seeking indemnification shall provide Licensor the other with prompt written notice of any material lawsuits or threatened lawsuits, or other significant developments, formal investigations, claims, or final refusals which will lead to material impact on Licensee and in which Licensee it is or may be named as a party or for which Licensee it is obligated or has agreed to indemnify any party, and Licensee it shall thereafter provide Licensor the other with periodic written updates concerning relevant material developments in any such lawsuits as they arise.
19.7 16.6 For purposes of this Section 1916, the term “Licensor” and “Licensee” shall mean Licensor such Party and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, owners, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, kxxxx xxxxxxx Worldwide, Sterling/Wxxxxxx Company or its executives and employees.
Appears in 1 contract
Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights 12.1 Each party warrants to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions.
19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions.
19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception.
19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed.
19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into and perform its obligations under this Agreement on behalf of Licence.
12.2 Emerald warrants to the Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed Materials used as contemplated by Licensee under this Agreement shall be suitable for Licence do not infringe the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm copyright or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any other intellectual property right or any personal right rights of any third party.
12.3 Subject to Clause 12.4, Emerald shall indemnify and hold the Licensee harmless from and against any direct loss, damage, costs, liability and expenses (including reasonable and properly incurred legal and professional fees) arising out of any legal action taken against a Licensee by a third party claiming such infringement. This indemnity shall not apply if the Licensee has used Licensed Materials in any way not expressly permitted by this Licence.
12.4 The indemnity in Clause 12.3 shall only apply to the extent that the Licensee:
(a) promptly notifies Emerald in writing of any claim or suit relevant to the indemnity;
(b) where so required, allows Emerald control over such negotiations or litigation and/or the defence or settlement of such claim or suit;
(c) makes no representations, admissions, agreement or settlements in relation to such claim or suit without Emerald’s prior written consent; and
(d) gives Emerald all information and assistance it may reasonably require.
12.5 Emerald shall not be liable to a Licensee or to any other person, including but not limited to Authorised Users, for any special, exemplary, indirect or consequential loss of any kind (including loss of profits or revenues, loss of business, depletion of goodwill, loss of anticipated savings, loss of contract or business interruption) arising under or in connection with this Licence, in particular arising out of the inability to use, or the use of, the Licensed Materials.
12.6 Subject to (a) Clause 12.7; and (vb) Licensee will not knowingly permitin respect of Emerald’s indemnity under Clause 12.3 for which aggregate liability shall be limited to £3 million, do Emerald’s aggregate liability for all claims, losses or commit damages arising under or in connection with this Licence or any act collateral agreement shall be limited to an amount equivalent to the Fee(s) received by Emerald from the Consortium in respect of the calendar year during which such claim, loss or thing that would degradedamage occurred.
12.7 No party limits its liability for death or personal injury caused by its own negligence (or the negligence of its employees or agents) or for fraud.
12.8 Except as expressly provided in this Licence, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland all representations and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach warranties of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensorany kind, express or implied, as including but not limited to marketabilitythe accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose, or other attributes of purpose are to the fullest extent permitted by law excluded from this Licence and accordingly the Licensed Products, whether express or implied (in law or in fact), oral or writtenMaterials are supplied “as is”.
19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise.
19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, kxxxx xxxxxxx Worldwide, Sterling/Wxxxxxx Company or its executives and employees.
Appears in 1 contract
Samples: Consortium Sales Agreement
Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actionsclaims.
19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above)infringement, dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions.. -22- Initials: _______ Initials: _______
19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception.
19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed.
19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this License Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this License Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federalFederal, stateState, and local)local laws, and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks Property or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this License Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland Xx. Xxxxxxx without the prior written approval of Licensor or of Ms. IrelandLicensor, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this License Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s Xx. Xxxxxxx’x public image in society or standing in the community, or prejudice Licensor or Ms. Ireland Xx. Xxxxxxx and that it will terminate such activities promptly following upon written notice, and failure to do so constitutes a material breach of this License Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, Licensor as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written.
19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits or threatened lawsuits, or other significant developments, formal investigations, claims, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise.
19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Xx. Xxxxxxx, MIVITM LLC, Ms. Ireland, kxxxx xxxxxxx xxxxx xxxxxxx® Worldwide, xxxxx xxxxxxx® LLC, Sterling/Wxxxxxx Company or Xxxxxxx Company, Xxxxxx Marketing, LLC its executives and employees.
Appears in 1 contract
Warranties and Indemnification. 19.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights 11.1 Each party warrants to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreement, provided that prompt notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actions.
19.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above), dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions.
19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception.
19.4 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimed.
19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into and perform its obligations under this Agreement on behalf of Licence.
11.2 The Publisher warrants to the Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed Materials used as contemplated by Licensee under this Agreement shall be suitable for Licence do not infringe the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm copyright or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any other intellectual property right or any personal right rights of any third party.
11.3 The Publisher shall indemnify and hold the Licensee harmless from and against any direct loss, damage, costs, liability and expenses (vincluding reasonable and properly incurred legal and professional fees) arising out of any legal action taken against the Licensee will by a third party claiming actual or alleged infringement of such intellectual property rights. This indemnity shall not apply if the Licensee has used Licensed Materials in any way not expressly permitted by this Licence.
11.4 The Licensee agrees to indemnify and hold the Publisher harmless from and against any direct loss, damage, costs, liability and expenses (including reasonable and properly incurred legal and professional fees) arising out of any claim or legal action taken against the Publisher related to or in any way connected with any unauthorised users or any failure by the Licensee to perform its obligations in this Licence, provided that nothing in this Licence shall make the Licensee liable for breach of the terms of this Licence by any Authorised User provided that the Licensee did not cause, knowingly permitassist, do encourage or commit condone the breach or the continuation of such breach after becoming aware of the same.
11.5 Any indemnity under this Licence shall apply to the extent that the indemnified party:
(a) promptly notifies the indemnifying party in writing of any act claim or thing that would degradesuit relevant to the indemnity;
(b) where so required, tarnish allows the indemnifying party control over such negotiations or deprecate litigation and/or the defence or disparage settlement of such claim or suit;
(c) makes no representations, admissions, agreement or settlements in relation to such claim or suit without the indemnifying party’s prior written consent; and
(d) gives the indemnifying party all information and assistance it may reasonably require.
11.6 Except as provided in clause 11.3 (Publisher’s indemnity to Licensee), under no circumstances shall the Publisher be liable to the Licensee or to any other person, including but not limited to Authorised Users, for any special, exemplary, indirect or consequential loss, costs, damages, charges or other expenses of any kind (including loss of profits or revenues, loss of business, depletion of goodwill, loss of anticipated savings, loss of contract or business interruption) arising under or in connection with this Licence, in particular arising out of the inability to use, or the use of, the Licensed Property Materials.
11.7 Except as provided in clause 11.3 (Publisher’s indemnity to Licensee) and subject to clause 11.8 below, the Publisher’s aggregate liability for all claims, losses or Licensor’s damages arising under or Ms. Ireland’s public image in society connection with this Licence or standing any collateral agreement shall in no circumstances exceed £100 or the communityFee received by the Publisher from the Licensee (whichever is the higher sum) in respect of the Subscription Period during which such claim, loss or prejudice Licensor damage occurred.
11.8 No party limits its liability for death or Ms. Ireland and that it will terminate such activities promptly following written noticepersonal injury caused by its own negligence (or the negligence of its employees or agents) or for fraud.
11.9 Except as expressly provided in this Licence, and failure to do so constitutes a material breach all representations or warranties of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensorany kind, express or implied, as including but not limited to marketabilitythe accuracy of the information contained in the Licensed Materials, merchantability or fitness of use for a particular purpose, or other attributes of purpose are to the fullest extent permitted by law excluded form this Licence and accordingly the Licensed Products, whether express or implied (in law or in fact), oral or writtenMaterials are supplied “as is”.
19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise.
19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, kxxxx xxxxxxx Worldwide, Sterling/Wxxxxxx Company or its executives and employees.
Appears in 1 contract
Samples: Sales Agreement
Warranties and Indemnification. 19.1 16.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreementherein, provided that prompt written notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section 16.1 shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actionsclaims.
19.2 16.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above)infringement, dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions.
19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception.
19.4 16.3 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimeddisclaimed and Section 16.2 shall apply.
19.5 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federal, state, and local), and industry standards. (ii) Licensee will not knowingly harm or misuse the Licensed Marks or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the prior written approval of Licensor or of Ms. Ireland, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written.
19.6 Licensee shall provide Licensor with prompt written notice of any material lawsuits, or other significant developments, formal investigations, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise.
19.7 For purposes of this Section 19, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, kxxxx xxxxxxx Worldwide, Sterling/Wxxxxxx Company or its executives and employees.
Appears in 1 contract
Warranties and Indemnification. 19.1 16.1 Licensor hereby indemnifies Licensee and undertakes to hold it harmless against any claims or suits, demands, losses, injuries, liabilities costs, judgments, arbitration awards, license fees, settlement, damages and expenses (including reasonable attorneys’ fees and costs, whether or not any legal proceeding is commenced) (“Losses”) for trademark infringement arising solely out of the validity of the rights to the Licensed Marks and from Licensee’s use of the Licensed Marks as granted herein and authorized under the terms of this Agreementherein, provided that prompt written notice is given to Licensor within ten (10) days of any such claim or suit, and provided, further, that Licensor shall have the option to undertake and conduct the defense of any suit so brought, and no settlement of any such claim or suit is made without the prior written consent of Licensor. Licensor’s indemnification under this Section 16.1 shall be apportioned and limited to only the portion of, and extent that, such Losses are, or are claimed to be, proximately caused by or attributable specifically to Licensee’s use of Licensed Marks in a manner permitted by this License Agreement. It is further agreed that Licensor reserves the unfettered right to select counsel to defend any such claims subject to the reasonable approval of the Licensee. Licensor shall be solely responsible for any and all attorneys fees, costs, and expenses of counsel relating to any and all such actionsclaims.
19.2 16.2 Licensee shall defend, indemnify, and hold Licensor harmless against any and all actions, claims, demands, lawsuits, loss, costs, damages, judgments, liabilities, license fees, settlement or expenses incurred, claimed, obtained, or sustained, including without limitation attorneys’ fees and costs, of any nature whatsoever, whether in law or in equity, including without limitation claims relating to or allegedly relating to the design, manufacture, sale, purchase, use, advertising, marketing, and/or distribution of any Licensed Product, whether for personal injury, product liability, intellectual property infringement (other than Losses arising under paragraph 19.1 above)infringement, dilution, misappropriation or otherwise. Licensor reserves the right to select counsel to defend and/or bring any such claims, subject to the reasonable approval of the Licensee. Notwithstanding Licensor’s right to the choice of counsel, Licensee shall solely be responsible for any and all attorneys’ fees, costs, and expenses of counsel relating to any and all such actions.
19.3 Licensor warrants that it has the lawful capacity to execute this Agreement and that it is the owner of the Licensed Marks or the authorized licensor with right to sublicense. Licensor believes that it and Licensee are entitled to use the Licensed Marks in commerce relating to the Licensed Products, and that to the best of its knowledge and belief, no other person or entity has the right to use the Licensed Marks in commerce on the Licensed Products, either in the identical form or in such near resemblance thereto as may be likely, when applied to the goods of such other person or entity, to cause confusion, mistake, or deception.
19.4 16.3 Licensor makes no representations or warranties with respect to the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product manufactured, sold, and/or distributed by Licensee and disclaims any liability arising out of the design, manufacture, sale, purchase, use, marketing, and/or distribution of any Licensed Product, and any such express or implied warranties (including merchantability or fitness for a particular purpose) are hereby disclaimeddisclaimed and Section 16.2 shall apply.
19.5 16.4 Licensee represents and warrants to Licensor that: (i) Licensee has the full power and authority to enter into this Agreement on behalf of Licensee and to perform all of Licensee’s material obligations pursuant to this Agreement, and that the Licensed Products manufactured, sold, and/or distributed by Licensee under this Agreement shall be suitable for the purpose for which they are intended to be used and shall comply with all applicable laws (including federalFederal, stateState, and local)local laws, and industry standards. , (ii) Licensee will not knowingly harm or misuse the Licensed Marks Property or bring the Licensed Marks into disrepute, (iii) except as specifically provided in this Agreement, Licensee will not create any expenses chargeable to Licensor or Ms. Ireland without the express prior written approval of Licensor or of Ms. IrelandLicensor, (iv) all Licensed Products (and the content contained or used in the Licensed Products) designed, developed, marketed, distributed, published, performed or sold by Licensee pursuant to this Agreement do not, and will not, infringe any intellectual property right or any personal right of any third party, and (v) Licensee will not knowingly permit, do or commit any act or thing that would degrade, tarnish or deprecate or disparage the Licensed Property or Licensor’s or Ms. Ireland’s public image in society or standing in the community, or prejudice Licensor or Ms. Ireland and that it will terminate such activities promptly following upon written notice, and failure to do so constitutes a material breach of this Agreement. Licensee acknowledges and agrees that there are no warranties, guarantees, conditions, covenants, or representations whatsoever by Licensor, express or implied, Licensor as to marketability, fitness for a particular purpose, or other attributes of the Licensed Products, whether express or implied (in law or in fact), oral or written.
19.6 16.5 Licensee shall provide Licensor with prompt written notice of any material lawsuits or threatened lawsuits, or other significant developments, formal investigations, claims, or final refusals which will lead to material impact on Licensee and in which Licensee is or may be named as a party or for which Licensee is obligated or has agreed to indemnify any party, and Licensee shall thereafter provide Licensor with periodic written updates concerning relevant material developments in any such lawsuits as they arise.
19.7 16.6 For purposes of this Section 1916, the term “Licensor” shall mean Licensor and, without limitation, any of its agents, employees, servants, representatives, parents, subsidiaries, affiliates, officials, directors, officers, shareholders, owners, attorneys, divisions, branches, units, affiliated organizations, successors, predecessors, contractors, assigns, and all persons acting by, through, under, or in concert with them, past or present, specifically including Ms. Ireland, kxxxx xxxxxxx Worldwide, Sterling/Wxxxxxx Company or its executives and employees.
Appears in 1 contract
