Common use of Indemnification by Licensee Clause in Contracts

Indemnification by Licensee. Licensee agrees to defend, indemnify, and hold harmless Licensor and any parent, subsidiary, or affiliate of Licensor, and/or any manager, employee, member, agent, or attorney of Licensee or of any parent, subsidiary, or affiliate of Licensee from and against and in respect of any Loss, which arises out of or results from (i) Licensee’s failure to comply with the terms set forth in this Agreement, and/or (ii) the use of the Listed Patents that are the subject of this Agreement.

Appears in 5 contracts

Sources: Asset Purchase Agreement, Asset Purchase Agreement (Tecogen Inc.), Asset Purchase Agreement (Tecogen Inc.)

Indemnification by Licensee. Licensee agrees to defendhold harmless, indemnify, defend and hold harmless indemnify each of Licensor and any parentits officers, subsidiarydirectors, or affiliate of Licensorshareholders, and/or any manageremployees, employeemembers, memberpartners, agentmanagers, or attorney of Licensee or of any parentattorneys and agents, subsidiary, or affiliate of Licensee from and against and in respect any Claims arising on account of any Loss, which arises out breach by Licensee of or results from (i) Licensee’s failure to comply with the terms set forth in this Agreement, and/or (ii) the use of the Listed Patents that are the subject of this Agreementit representations and warranties contained herein.

Appears in 4 contracts

Sources: License Agreement (National Quality Care Inc), License Agreement (Xcorporeal, Inc.), License Agreement (Xcorporeal, Inc.)

Indemnification by Licensee. Licensee hereby agrees to defend, indemnify, and hold harmless and defend Licensor and its officers, directors, employees and agents against any parentand all liability, subsidiarydamages, judgments, awards or affiliate costs of Licensordefend (including without limitation reasonable attorney's fees, and/or expert witness fees and costs to defend and amounts paid in settlement of any manager, employee, member, agent, action) resulting from any claim or attorney claims by a Third Party arising out of or related to the subject matter of this Agreement and to the extent caused by the action or inaction of Licensee or of any parent, subsidiary, person or affiliate of entity for which Licensee from and against and in respect of any Loss, which arises out of or results from (i) Licensee’s failure to comply with the terms set forth in this Agreement, and/or (ii) the use of the Listed Patents that are the subject of this Agreementis responsible.

Appears in 2 contracts

Sources: Licensing Agreement, Licensing Agreement (Nuvilex, Inc.)

Indemnification by Licensee. Licensee agrees to defend, indemnify, indemnify and hold harmless Licensor and any parent, subsidiary, or affiliate of Licensor, and/or any manager, employee, member, agent, or attorney of Licensee or of any parent, subsidiary, or affiliate of Licensee its directors and representatives (“Licensor Indemnified Persons”) from and against any and all claims, liabilities, costs, damages and expenses, including attorney’s fees and court costs, incurred by the Licensor Indemnified Persons in respect connection with or arising from (a) any breach by the Licensee of any Loss, which arises out of or results from (i) Licensee’s failure to comply with the terms set forth its covenants contained in this Agreement, and/or and (iib) the use any breach of the Listed Patents that are the subject any representation or warranty of Licensee contained in this Agreement.

Appears in 1 contract

Sources: Trademark License Agreement

Indemnification by Licensee. The Licensee agrees to defend, indemnify, and hold harmless and defend Licensor and any parentits directors, subsidiaryofficers, or affiliate of Licensor, and/or any manager, employee, member, agent, or attorney of Licensee or of any parent, subsidiary, or affiliate of Licensee employees and agents from and against and in respect of any Lossaction, which arises out of claim, demand or results from liability, including reasonable attorney’s fees, if such action is based on the following: (i) allegations that Licensee’s failure to comply with the terms set forth in this AgreementMedia, and/or (ii) the use of the Listed Patents that are the subject of this Agreement.trademarks, service marks or other intellectual property infringes a third person’s rights, including without limitation copyright or trademark right, or misappropriates a third person’s trade secret, or

Appears in 1 contract

Sources: Content License Agreement