Indemnification by the Licensee Sample Clauses
Indemnification by the Licensee. The Licensee does hereby indemnify and hold harmless CKI, its Affiliates, including, without limitation, PVH, CKTT, and its and their current and former respective directors, officers, employees, agents, trustees, and representatives, as well as Mr. ▇▇▇▇▇▇ ▇▇▇▇▇, his heirs, his estate and their respective legal representatives (each, an ‘‘Indemnified Party’) from and against any and all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and expenses (including allocable costs of in-house counsel)), which an Indemnified Party may incur or be obligated to pay in any third party action, claim or proceeding, for or by reason of any acts, whether of omission or commission, that may be committed by the Licensee (which for purposes of this § 9.1, includes its Affiliates, but not Guarantor) or any of their servants, agents or employees in connection with the Licensee’s performance of this Agreement, including but not limited to:
(a) to the extent permitted by law, any alleged defect in any Licensed Product, regardless of whether the action is based upon negligence or strict liability, and regardless of whether the alleged negligence is characterized as ‘‘passive’’ or ‘‘active’’;
(b) the manufacture, labeling, sale or distribution of any Licensed Product by the Licensee;
(c) any violation of any warranty, representation or agreement made by the Licensee pertaining to a Licensed Product; or
(d) the claim of any broker, finder or agent used by the Licensee in connection with the making of this Agreement or any transactions contemplated by this Agreement. CKI shall give the Licensee prompt written notice of any such claim or action and thereupon the Licensee shall undertake and conduct the defense of any suit so brought. In the event an appropriate action is not taken by the Licensee within 30 days of its receipt of notice from CKI, CKI shall have the right to defend such claim or action in its own name, but no settlement or compromise of any such claim or action may be made without the prior written consent of the Licensee, such consent not to be unreasonably withheld or delayed. In either case, CKI and the Licensee shall keep each other fully advised of all developments and shall cooperate fully with each other and in all respects in connection with any such defense. Such indemnification shall be deemed to apply solely to the amount of the judgement, if any, against CKI and reasonable sums paid by CKI in connection with its defense, and ...
Indemnification by the Licensee. In order to induce the Licensor to enter into and perform this Agreement, the Licensee does hereby indemnify, protect, defend and save and hold harmless the Licensor and each of its shareholders, affiliates, officers, directors, control persons, employees, attorneys, agents, partners and trustees and personal representatives of any of the foregoing (“Indemnified Parties”), from and against any loss resulting to any of them from any material loss, liability, cost, damage, or expense which the Indemnified Parties may suffer, sustain or incur arising out of or due to a breach by the Licensee of the representations, warranties and covenants set forth in Article “10” of this Agreement or in any documents delivered pursuant hereto, or of a breach by the Licensee of any of its obligations pursuant to this Agreement or in any documents delivered pursuant hereto.
Indemnification by the Licensee i) The Licensee shall indemnify and keep indemnified and hold MIL harmless from and against all such actions, suits, claims, demands, proceedings and against all such liabilities, cost, charges, expenses, penalties, losses and damages which may be incurred or suffered by MIL directly or indirectly by reason of:- • any breach, default, contravention, non observance or non performance by the Licensee of any terms, conditions, covenants contained in this agreement and on part of the Licensee to be complied with or performed; • any loss or damage to the person or property of the Licensor and/or any third party on or about the said licensed premises howsoever caused or suffered save and except the breach hereof by the Licensor; • any failure of the Licensee to make any payment which may become payable to or be demanded by any local or competent authority in respect of the said licensed premises for any works on or about the said licensed premises including alteration, modification, operation and maintenance of the said premises;
ii) MIL shall not be responsible in any way for loss or damage by any means, caused to the Licensee's stock or property.
Indemnification by the Licensee. The Licensee agrees to indemnify and hold UABRF, its Affiliates and their respective Representatives harmless from and against any and all claims, demands, losses, costs, expenses, deficiencies, liabilities or causes of action of any kind or nature (including, without limitation, reasonable attorneys’ fees and other costs and expenses of defense) directly relating to:
(a) the use of the Licensed Patents during the Term;
(b) the production, use, practice, lease, or sale of any Licensed Product during the Term;
(c) any advertising or other promotional activities with respect to (a) and/or (b) above; or
(d) the Licensee’s compliance with, and performance of the Licensee’s representations and warranties given under, and the Licensee’s obligations pursuant to, this Agreement.
Indemnification by the Licensee. In order to induce the Licensor to enter into this Agreement and to consummate the transactions contemplated by this Agreement and all of the Exhibits which are annexed hereto and made a part hereof, the Licensee does hereby indemnify, protect, defend and save and hold harmless the Licensor and each of its shareholders, affiliates, officers, directors, control persons, employees, attorneys, agents, partners and trustees and personal representatives of any of the foregoing (“Indemnified Parties”), from and against any loss resulting to any of them from any material loss, liability, cost, damage, or expense which the Indemnified Parties may suffer, sustain or incur arising out of or due to a breach by the Licensee of the representations, warranties and covenants set forth in Article “9” of this Agreement or in any documents delivered pursuant hereto, or of a breach by the Licensee of any of its obligations pursuant to this Agreement or in any documents delivered pursuant hereto.
Indemnification by the Licensee. The Licensee agrees to indemnify, defend, and hold harmless the Licensor, its officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable attorney's fees) arising out of or in connection with the Licensee's use of the Software in a manner that violates the terms of this Agreement or any applicable laws or regulations.
Indemnification by the Licensee. A. The Licensee, by accepting this License Agreement, agrees to release the City from and against any and all liability and responsibility in or arising out of the Construction of the Telecommunication System, and, without limiting the provisions of Section 6.4, agrees not to ▇▇▇ or seek any money or damages from the City in connection with the above-mentioned matters.
B. The Licensee agrees to indemnify and hold harmless the City, its trustees, elected and appointed officers, agents, and employees from and against any and all claims, demands, or causes of action of whatsoever kind or nature, and the resulting losses, costs, expenses, reasonable attorneys' fees, liabilities, damages, orders, judgments, or decrees sustained by the City or any third party arising out of, or by reason of, or resulting from or of the acts, errors, or omissions of the Telecommunication System, or its agents, independent contractors, or employees related to or in any way arising out of the construction of the Telecommunication System. The Licensee waives immunity under RCW Title 51 and affirms that the City and the Licensee have specifically negotiated this provision, as required by RCW 4.24.115, to the extent it may apply.
C. The Licensee agrees that the covenants and representations relating to the indemnity provided in A through B above shall survive the term of its License Agreement and continue in full force and effect as to the Licensee’s responsibility to indemnify.
Indemnification by the Licensee. The Licensee will indemnify and hold the Licensor, its affiliates and their respective officers, directors, employees, successors and permitted assigns, harmless from and against any all out-of-pocket costs, fees, losses, damages, claims and expenses, including outside and in-house attorneys’ fees, disbursements and court costs (collectively, “Losses”) arising out of, relating to or incurred as a result of any third-party claims, demands, actions, suits or other proceedings (hereinafter “Claims”) that result in whole or in part from: (i) any failure by the Licensee to perform its obligations under this Agreement;
Indemnification by the Licensee. The Licensee shall indemnify, defend and save harmless the Licensor from and against any and all Loss suffered or incurred by Licensor arising out of or in connection with:
8.2.1. any breach of any representation or warranty made or given by the Licensee in this Agreement; and
8.2.2. any failure by the Licensee to observe or perform any covenant or obligation contained in this Agreement or the agreements to be entered into pursuant hereto to be observed or performed by it or an Affiliate.
8.2.3. any third party’s claim and demands (including, but not limited to, those of Licensee’s customers, officers, directors, employees, agents, consultants, representatives) arising from or related to marketing, selling, distributing or other disposition of the Licensed Products or other related activities by Licensee.
Indemnification by the Licensee. The Licensee shall indemnify the Licensor (as an indemnified party) against all losses and expenses in connection with any proceeding arising out of the Licensee’s use of the Software, and the Licensee’s unauthorized customization, modification, or other alterations to the Software, including claims that its customization, modification, or other alterations infringe a third party's Intellectual Property rights.