Common use of Indemnification and Liability Limits Clause in Contracts

Indemnification and Liability Limits. 7.1 PharmaBio shall indemnify, defend and hold harmless Discovery, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBio's obligations under this Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery or its employees.

Appears in 2 contracts

Samples: Investment and Commission Agreement (Discovery Laboratories Inc /De/), Investment and Commission Agreement (Discovery Laboratories Inc /De/)

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Indemnification and Liability Limits. 7.1 PharmaBio shall indemnify, defend and hold harmless DiscoveryColumbia, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees of any municipal, county, state or federal laws, rules or regulations applicable to the performance of PharmaBio's obligations under this Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery Columbia or its employees.

Appears in 1 contract

Samples: Investment and Royalty Agreement (Columbia Laboratories Inc)

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Indemnification and Liability Limits. 7.1 9.1 PharmaBio shall indemnify, defend and hold harmless DiscoveryColumbia, its Affiliates and its and their respective directors, officers, employees and agents from and against any and all losses, claims, actions, damages, liabilities, penalties, costs and expenses (including reasonable attorneys' fees and court costs) (collectively, "Losses"), resulting from any: (i) material breach by PharmaBio (or its employees) of its obligations hereunder; (ii) willful misconduct or grossly negligent acts or omissions of PharmaBio or its employees; and (iii) material violation by PharmaBio or its employees of any municipal, county, state or federal laws, rules or regulations Laws applicable to the performance of PharmaBio's obligations under this Agreement; except, in each case, to the extent such Losses are determined to have resulted from the gross negligence or willful misconduct of Discovery Columbia or its employees.

Appears in 1 contract

Samples: Investment and Royalty Agreement (Columbia Laboratories Inc)

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