Indemnification by Licensor. Licensor at all times shall defend, indemnify, and hold harmless Licensee and its Affiliates, and its and their employees, agents, successors, and assigns, from and against all claims, actions, damages and losses, liabilities, and expenses, including reasonable attorneys’ fees, arising out of, or caused by any breach of any of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereunder.
Appears in 2 contracts
Sources: Video on Demand and Subscription Video on Demand License Agreement (Chosen, LLC), Video on Demand License Agreement (Chosen, LLC)
Indemnification by Licensor. Licensor at all times shall defend, indemnify, and hold harmless indemnify Licensee and its Affiliatesdirectors, and its and their officers, employees, agents, successors, agents and assigns, representatives from and against all claims, actions, damages and losses, liabilities, and expenses, including reasonable attorneys’ fees, any Claims arising out ofof Licensor’s gross negligence, willful misconduct or caused by any breach of any of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereunderits obligations or representations under this Agreement.
Appears in 2 contracts
Sources: Trademark License Agreement, Trademark License Agreement (Melco PBL Entertainment (Macau) LTD)
Indemnification by Licensor. Licensor at all times shall defend, indemnify, defend and hold harmless Licensee and its AffiliatesAffiliates and Sub-licensees, and its and each of their respective employees, agentsmembers, successorsofficers, directors and assignsagents (each, a "Licensee Indemnitee") from and against any and all claims, actions, damages and losses, liabilities, and expenses, including reasonable attorneys’ feesLosses resulting from, arising out of, or caused by relating to:
10.2.1 claims for death of or injury to any breach of any of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereunder.person(s) resulting directly from Licensor's negligence or willful misconduct; or
Appears in 2 contracts
Sources: License and Research Agreement (Nugenerex Immuno-Oncology, Inc.), License and Research Agreement (Generex Biotechnology Corp)
Indemnification by Licensor. Licensor at all times shall defend, indemnify, and hold harmless Licensee and its Affiliates, and its and their employees, agents, successors, and assigns, from and against all claims, actions, damages and losses, liabilities, and expenses, including including, without limitation, reasonable attorneys’ fees, arising out of, or caused by any breach of any of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereunder.
Appears in 1 contract
Sources: Exclusive Video on Demand and Subscription Video on Demand License Agreement (Angel Studios, Inc.)
Indemnification by Licensor. Licensor at all times shall defend, indemnify, defend and hold harmless Licensee and each of its Affiliatesaffiliates, and each of Licensee's and its affiliates officers, directors, shareholders, agents and their employees, agents, successors, and assigns, harmless from and against all claimsany liability, actionsloss, damages and lossescost, liabilities, and expenses, expense (including reasonable attorneys’ ' fees), arising out ofdamage, or caused penalty of any kind, on account of or resulting from (i) any breach by Licensor of its representations and warranties contained in Section 5.1 or (ii) any breach of any of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereundercovenant contained in this Agreement.
Appears in 1 contract
Indemnification by Licensor. Licensor at all times shall defend, indemnify, and hold harmless Licensee and Licensee, its Affiliates, and its and their employeesdirectors, officers, shareholders, employees and agents, successorsand their respective heirs, successors and assigns, assigns (“Licensor Indemnitees”) from and against any and all claimsLiabilities owing to Third Parties suffered or sustained by a Licensee Indemnitee, actions, damages and losses, liabilities, and expenses, including reasonable attorneys’ feesor to which a Licensee Indemnitee becomes subject, arising out of, of or caused by any attributable to Licensor’s breach of any provisions of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereunderthis Agreement.
Appears in 1 contract
Indemnification by Licensor. Licensor at all times shall indemnify, defend, indemnify, and hold harmless Licensee and its AffiliatesAffiliates and Sublicensees, and its and each of their respective officers, directors, employees, agents, successors, and assignsassigns (each, from and an "Indemnitee") against all claimsLosses arising out of or resulting from any third-party claim, actionssuit, damages and lossesaction, liabilities, and expenses, including reasonable attorneys’ feesor proceeding (each an "Action") related to, arising out of, or caused by any resulting from Licensor's breach of any of the representationsrepresentation, warrantieswarranty, covenantscovenant, undertakings, and agreements made by Licensor hereunderor obligation under this Agreement.
Appears in 1 contract
Indemnification by Licensor. Licensor at all times shall defend, indemnify, defend and hold harmless Licensee and each of its Affiliatesaffiliates, and each of Licensee’s and its affiliates officers, directors, shareholders, agents and their employees, agents, successors, and assigns, harmless from and against all claimsany liability, actionsloss, damages and lossescost, liabilities, and expenses, expense (including reasonable attorneys’ fees), arising out ofdamage, or caused penalty of any kind, on account of or resulting from (i) any breach by Licensor of its representations and warranties contained in Section 5.1 or (ii) any breach of any of the representations, warranties, covenants, undertakings, and agreements made by Licensor hereundercovenant contained in this Agreement.
Appears in 1 contract
Sources: Acquisition Agreement (Dvi Inc)
Indemnification by Licensor. Licensor at all times shall defendLicensor, indemnify, and hold harmless Licensee and its Affiliates, shall indemnify and hold Licensee and its Affiliates and their employeesits respective agents (collectively, agents, successors, and assigns, the “Licensee Group”) harmless from and against all claimsdamages, actionslosses, damages and lossesobligations, liabilities, and expensesclaims, actions or causes of action sustained or suffered by the Licensee Group (including reasonable attorneys’ fees, arising out ofattorneys fees and costs), or caused by any member thereof, as a result of or arising from any breach of any representation, warranty or covenant of the representations, warranties, covenants, undertakings, and agreements Licensor contained or made by Licensor hereunderin this Agreement.
Appears in 1 contract
Sources: Non Exclusive Patent License Agreement (Kadmon Holdings, LLC)
Indemnification by Licensor. Licensor at all times shall defend, indemnify, defend and hold harmless Licensee and its Affiliatesofficers, and its and their directors, employees, agents, successorssuccessors and assigns (each, and assignsincluding Licensee, a “Licensee Indemnitee”) from and against all claims, actions, damages and losses, liabilities, and expenses, including reasonable attorneys’ fees, Losses arising out ofof or resulting from any Third Party claim, suit, action or caused by any proceeding (each an “Action”) related to or arising out of or resulting from (i) Licensor’s breach of any of representation, warranty, covenant or obligation under this Agreement, or (ii) the representationsnegligence, warranties, covenants, undertakings, and agreements made willful misconduct or failure to comply with applicable Law by Licensor hereunderLicensor.
Appears in 1 contract
Sources: Exclusive Patent License Agreement (Marinus Pharmaceuticals Inc)