Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee agrees to indemnify, defend, and hold Licensor harmless from and against any and all claims (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. Licensee agrees to at all times shall defend, indemnify, defend, and hold harmless Licensor harmless and its Affiliates, and its and their employees, agents, successors, and assigns, from and against any all claims, actions, damages and all claims (including those for personal injury or death), losses, damagesliabilities, obligationsand expenses, liabilities and costs (including reasonable attorneys’ and other professional fees and other costs of litigation) fees, arising out of or attributable to caused by any breach of any of the gross negligencerepresentations, willful misconduct or violation of law of or warranties, covenants, undertakings and agreements made by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productshereunder.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify Licensors and hold Licensor Licensors harmless from any damages and against any and all claims liabilities (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including reasonable attorneys’ and other professional ' fees and other costs costs) (a) arising from any breach of litigationLicensee's warranties and representations as defined in the Licensee Warranties, above, (b) arising out of any alleged defects or attributable failures to perform of the gross negligence, willful misconduct Licensed Products or violation of law of any product liability claims or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale use of the Licensed Products.; (c) any claims arising out of advertising, distribution or marketing of the Licensed Products; "; and,

Indemnification by Licensee. Licensee agrees to shall indemnify, defendhold harmless, defend and hold protect Licensor harmless and its Affiliates, successors, assigns, employees, representatives and agents, from and against any and all claims (including those for personal injury or death)claims, causes of action, costs, expenses, losses, damagesdamages and liabilities (including, obligationswithout limitation, liabilities and costs (including reasonable attorneys’ and other professional fees and other costs of litigation' fees) arising out of or attributable to resulting from the gross negligence, willful misconduct falsity of any representation or violation of law of or warranty made by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productsherein.

Indemnification by Licensee. Licensee agrees to will, at its expense, indemnify, defend, and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligationsliabilities, liabilities fines, costs, and/or expenses, including costs of litigation and costs (including reasonable attorneys’ and other professional fees and other costs of litigation) fees, which Licensor may incur, based upon or arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale (a) any use of the Licensed Products.Software by

Indemnification by Licensee. Licensee agrees to indemnify, defend, indemnify and hold harmless Licensor, its directors and representatives (“Licensor harmless Indemnified Persons”) from and against any and all claims (claims, liabilities, costs, damages and expenses, including those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional attorney’s fees and other costs court costs, incurred by the Licensor Indemnified Persons in connection with or arising from (a) any breach by the Licensee of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance any of its obligations under covenants contained in this Agreement, and (b) any breach of any representation or warranty of Licensee contained in particular the manufacture or sale of the Licensed Productsthis Agreement.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including reasonable attorneys’ ' fees), judgments and other professional fees and other costs liabilities of litigationany kind or nature: (a) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or breach by Licensee in performance of any of its obligations covenants under this Agreement, and ; or (b) arising out of any actual or alleged defect in particular the manufacture or sale of the Licensed Productsa Product.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, defend and hold Licensor and each of its affiliates, and each of Licensor’s and its affiliates officers, directors, shareholders, agents and employees, harmless from and against any and all claims liability, loss, cost, expense (including those for personal injury or deathreasonable attorneys’ fees), lossesdamage, damagesor penalty of any kind, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out on account of or attributable to the gross negligence, willful misconduct or violation of law of or resulting from (i) any breach by Licensee in performance of its obligations under representations and warranties contained in Section 5.2 or (ii) any breach of any covenant contained in this Agreement, and in particular the manufacture or sale . Table of the Licensed Products.Contents

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including reasonable attorneys’ ' fees), judgments and other professional fees and other costs liabilities of litigationany kind or nature (a) arising out of the breach by Licensee of any of its covenants under this Agreement or (b) arising out of or attributable related to the gross negligenceuse, willful misconduct development, manufacturing or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale marketing of the Products, Licensed ProductsTrademarks, Know-how or Licensed Patents, including but not limited to, product liability claims.

Indemnification by Licensee. Licensee agrees to shall indemnify, defenddefend and hold harmless Licensor, and hold Licensor harmless their officers, directors, employees, and agents (“Indemnified Parties”) from and against any and all claims (including those for personal injury made or death)threatened by any third party and all Damages, losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising to the extent such Damages arise out of or attributable relate to (a) Licensee’s breach of the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations assumed under this Agreement, and in particular the manufacture or sale (b) an infringement or related claim that unauthorized modification, combination or use of the Licensed ProductsLicensor Software made by Licensee.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including reasonable attorneys’ ' fees), judgments and other professional fees and other costs liabilities of litigationany kind or nature: (a) arising out of the breach by Licensee of any of its covenants under this Agreement; or (b) arising out of or attributable related to the gross negligenceuse, willful misconduct development, manufacturing or violation of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale marketing of the Products, Know-how or Licensed ProductsPatents, including but not limited to, product liability claims.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify Licensor and hold Licensor harmless from any damages and against any and all claims liabilities (including those for personal injury or deathreasonable attorneys' fees and costs), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigationa) arising out of any alleged defects or attributable failures to perform of the gross negligence, willful misconduct Licensed Products or violation of law of any product liability claims or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale use of the Licensed Products; and (b), any claims arising out of advertising, distribution or marketing of the Licensed Products, excluding in each case any claims for which Licensor is liable under Paragraph 15.0 above.

Indemnification by Licensee. The Licensee agrees to indemnify, shall defend, indemnify and hold the Licensor harmless from and against any and all claims (including those for personal injury or death)claims, liabilities, judgments, penalties, losses, damagescosts, obligations, liabilities damages and costs expenses (including attorneys’ reasonable legal and other professional fees and other costs whether or not litigation is instituted) suffered or incurred by the Licensor by reason of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or any breach by Licensee in performance of its obligations representations, covenants or warranties under this Agreement, and in particular the manufacture or sale of the Licensed Products.

Indemnification by Licensee. The Licensee agrees to indemnifyshall indemnify the Licensor, defend, its agents and assigns and hold Licensor each of them harmless from and against any and all claims (including those for personal injury or death)claims, demands, losses, damages, obligationsliabilities, liabilities costs and costs expenses (including reasonable attorneys’ and other professional fees and other costs of litigation' fees) arising out of or attributable to by reason of any breach by the gross negligence, willful misconduct or violation Licensee of law of or by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale any of the Licensed Products.representations, warranties or arrangements made by it hereunder

Indemnification by Licensee. Licensee Licensee, at its expense, hereby agrees to indemnify, defendindemnify and hold harmless Licensors and their Affiliates, and hold Licensor harmless their respective directors, officers, employees, and agents with respect to any Damages incurred, arising from, or based on a claim by any third party arising, directly or indirectly, from and against any and all claims (including those for personal injury or death), losses, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs of litigation) arising out of or attributable to the gross negligence, willful misconduct or violation of law of or use by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed ProductsMarks; provided that Licensors notifies Licensee promptly in writing after Licensors becomes aware of such a claim. Licensors and Licensee shall reasonably cooperate with each other with respect to such a claim.

Indemnification by Licensee. Licensee agrees to indemnify, defend, shall indemnify and hold Licensor harmless from and against any and all claims (including those for personal injury or death), lossesclaims, damages, obligations, liabilities and costs (including attorneys’ and other professional fees and other costs reasonable attorneys'.fees), judgments -and liabilities of litigationany kind or nature: (a) arising out of or attributable to any third party claim of the gross negligence, willful misconduct or violation of law of or breach by Licensee in performance of any of its obligations warranties, representations and covenants under this Agreement, and ; or (b) arising out of any actual or alleged defect in particular the manufacture or sale of the Licensed Productsa Product.

Indemnification by Licensee. Licensee agrees to at all times shall defend, indemnify, defend, and hold harmless Licensor harmless and its Affiliates, and its and their employees, agents, successors, and assigns, from and against any all claims, actions, damages and all claims (including those for personal injury or death), losses, damagesliabilities, obligationsand expenses, liabilities and costs (including including, without limitation, reasonable attorneys’ and other professional fees and other costs of litigation) fees, arising out of or attributable to caused by any breach of any of the gross negligencerepresentations, willful misconduct or violation of law of or warranties, covenants, undertakings and agreements made by Licensee in performance of its obligations under this Agreement, and in particular the manufacture or sale of the Licensed Productshereunder.

Indemnification by Licensee. Licensee agrees to shall indemnify, defend, defend and hold Licensor harmless Licensor, its trustees, officers, agents and employees from and against any and all claims (including those for personal injury or death), losses, damages, obligations, liabilities costs and costs expenses (including reasonable attorneys’ and other professional fees and other costs of litigationfees) arising out of or attributable third party claims brought against Licensor relating to the gross negligencemanufacture, willful misconduct sale, licensing, distribution or violation use of law Licensed Products by or on behalf of Licensee or its Affiliates, except to the extent involving or relating to a material breach by Licensee in performance Licensor of its obligations under this Agreement, representations and in particular the manufacture or sale of the Licensed Productswarranties.

Indemnification by Licensee. Licensee agrees to shall indemnify, defenddefend and hold harmless Licensor, and hold Licensor harmless its officers, directors, employees and agents, from and against any and all claims (including those for personal injury or death), losses, damages, obligationsliabilities, liabilities and costs (including settlements, attorneys’ and other professional fees and other or costs that may arise as a result of litigation) any action, causes, claims, demands or proceedings arising out from or related to any action or failure to act on the part of Licensee. Licensor shall give Licensee prompt notice of any such actions, claims or attributable to the gross negligence, willful misconduct or violation of law of or by Licensee in performance of its obligations under this Agreementproceedings, and information in particular the manufacture possession of Licensor that is reasonably required for the defense of such actions, claims or sale of the Licensed Productsproceedings.