Common use of Warranty and Indemnification Clause in Contracts

Warranty and Indemnification. 11.1 Licensor represents and warrants the continued existence of all Licensed Rights being subject- matter of this Agreement for the duration of the Licence Term and in so far agrees to indemnify the Licensee against all third party claims raised against Licensee. However, Licensor does not guarantee the clearance of the name of the title/s of the Program/s. 11.2 Licensee undertakes to inform Licensor of any third party claim without delay. Licensee shall be required to support Licensor appropriately in defeating such claim or action. 11.3 Licensee shall be liable to Licensor for any abusive or excessive use of the Licensed Rights and/or of the Delivery Materials and/or for the non-observance of all obligations stated hereunder, and shall indemnify Licensor against all claims arising from such exploitation and/or non-observance. Such indemnity shall cover all costs of any legal defence that may become necessary. Licensee shall be required to make and cause to be made every effort necessary to defeat such third party claims. Notwithstanding the foregoing, Licensor shall be entitled but not required to take appropriate steps itself to defeat such claims.