Common use of YAHOO INDEMNITY Clause in Contracts

YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at its own expense, shall indemnify, defend (or at Yahoo's option and expense, settle) and hold YADE and its officers, directors, employees, agents, distributors and licensees (the "YADE INDEMNIFIED PARTY(IES)") harmless from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), whether required to be paid to a third party or otherwise incurred in connection with or arising from any claim, suit, action or proceeding (collectively, a "CLAIM"), incurred or suffered by a YADE Indemnified Party to the extent the basis of such Claim is that: (i) the Yahoo Properties provided by Yahoo to YADE infringe any Intellectual Property Rights of a third party; (ii) Yahoo does not have the right to license the Yahoo Properties as set forth herein; or (iii) Yahoo has breached any of its duties, representations or warranties under this Agreement; PROVIDED, HOWEVER, that Yahoo shall have no obligation to the YADE Indemnified Parties pursuant to this Section unless: (x) YADE gives Yahoo prompt written notice of the Claim; and (y) in the case of third party claims, Yahoo is given the right to control and direct the investigation, preparation, defense and settlement of the Claim; and YADE provides Yahoo with reasonable assistance in the defense or settlement thereof. In connection with the defense of any such Claim, each YADE Indemnified Party may have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense.

YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at its own expense, shall indemnify, defend (or at Yahoo's option and expense, settle) and hold YADE YAFR and its officers, directors, employees, agents, distributors and licensees (the "YADE YAFR INDEMNIFIED [X] CONFIDENTIAL TREATMENT REQUESTED PARTY(IES)") harmless from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), whether required to be paid to a third party or otherwise incurred in connection with or arising from any claim, suit, action or proceeding (collectively, a "CLAIM"), incurred or suffered by a YADE YAFR Indemnified Party to the extent the basis of such Claim is that: (i) the Yahoo Properties provided by Yahoo to YADE YAFR infringe any Intellectual Property Rights of a third party; (ii) Yahoo does not have the right to license the Yahoo Properties as set forth herein; or (iii) Yahoo has breached any of its duties, representations or warranties under this Agreement; PROVIDED, HOWEVER, that Yahoo shall have no obligation to the YADE YAFR Indemnified Parties pursuant to this Section unless: (x) YADE YAFR gives Yahoo prompt written notice of the Claim; and (y) in the case of third party claims, Yahoo is given the right to control and direct the investigation, preparation, defense and settlement of the Claim; and YADE YAFR provides Yahoo with reasonable assistance in the defense or settlement thereof. In connection with the defense of any such Claim, each YADE YAFR Indemnified Party may have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense.

YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at its own expense, shall indemnify, defend (or at Yahoo's option and expense, settle) and hold YADE XXXX and its officers, directors, employees, agents, distributors and licensees (the "YADE XXXX INDEMNIFIED PARTY(IES)") harmless from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), whether required to be paid to a third party or otherwise incurred in connection with or arising from any claim, suit, action or proceeding (collectively, a "CLAIM"), incurred or suffered by a YADE XXXX Indemnified Party to the extent the basis of such Claim is that: (i) the Yahoo Properties provided by Yahoo to YADE XXXX infringe any Intellectual Property Rights of a third party; (ii) Yahoo does not have the right to license the Yahoo Properties as set forth herein; or (iii) Yahoo has breached any of its duties, representations or warranties under this Agreement; PROVIDED, HOWEVER, that Yahoo shall have no obligation to the YADE XXXX Indemnified Parties pursuant to this Section unless: (x) YADE XXXX gives Yahoo prompt written notice of the Claim; and (y) in the case of third party claims, Yahoo is given the right to control and direct the investigation, preparation, defense and settlement of the Claim; and YADE XXXX provides Yahoo with reasonable assistance in the defense or settlement thereof. In connection with the defense of any such Claim, each YADE XXXX Indemnified Party may have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense.

YAHOO INDEMNITY. Subject to the limitations set forth below, Yahoo, at its own expense, shall indemnify, defend (or at Yahoo's option and expense, settle, provided that Yahoo provides YJC with prior notice of any settlement that will significantly impact YJC's rights hereunder) and hold YADE YJC and its any YJC Affiliates and their officers, directors, employees, agents, distributors and licensees (the "YADE YJC INDEMNIFIED PARTY(IES)") harmless from and against any judgment, losses, deficiencies, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses), whether required to be paid to a third party or otherwise incurred in connection with or arising from any claim, suit, action or proceeding (collectively, a "CLAIM"), incurred or suffered by against a YADE YJC Indemnified Party to the extent the basis of such Claim is that: (i) the Yahoo Properties provided by Yahoo to YADE infringe any Intellectual Property Rights of a third party; (ii) Yahoo does not have the right to license the Yahoo Properties as set forth herein; or (iii) Yahoo has materially breached any of its duties, representations or warranties under this Agreement; or (iv) a third party has been or may be injured or damaged in any way by any defamation, libel, slander or similar wrongful action arising from the Yahoo Properties; PROVIDED, HOWEVER, that Yahoo shall have no obligation to the YADE YJC Indemnified Parties pursuant to this Section unless: (x) YADE YJC gives Yahoo prompt written notice of the Claim; and (y) in the case of third party claims, Yahoo is given the right to control and direct the investigation, preparation, defense and settlement of the Claim; and YADE (z) YJC provides Yahoo with reasonable assistance in the defense or settlement thereof; and provided further that if any settlement results in any ongoing liability to, or prejudices or detrimentally impacts YJC or any YJC Affiliate, and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require YJC's written consent, which consent shall not be unreasonably withheld or delayed. In connection with the defense of any such Claim, each YADE YJC Indemnified Party may have its own counsel in attendance at all public interactions and substantive negotiations at its own cost and expense.