Indemnification by BioTime Sample Clauses
The "Indemnification by BioTime" clause requires BioTime to compensate or protect the other party from losses, damages, or liabilities arising from specific actions or omissions related to the agreement. Typically, this means that if a third party brings a claim against the other party due to BioTime's breach of contract, negligence, or infringement of intellectual property, BioTime will cover the associated costs, including legal fees and settlements. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm caused by BioTime's conduct.
Indemnification by BioTime. (a) From and after the Closing Date (but subject to the limitations set forth in this Section 9), BioTime shall hold harmless and indemnify each of the Geron Indemnitees against, and shall compensate and reimburse each of the Geron Indemnitees for, any Damages (regardless of whether or not such Damages relate to a third party claim) that are incurred by any of the Geron Indemnitees and that arise from:
(i) any inaccuracy in or breach of any of the representations or warranties made by BioTime in this Agreement; or
(ii) any breach of any covenant or obligation of BioTime contained in this Agreement.
(b) Notwithstanding anything to the contrary contained in this Agreement, there shall not be deemed to be an inaccuracy or breach of any representation or warranty made by BioTime if Geron or its Representatives had, on or prior to the date of this Agreement, knowledge of the inaccuracy in or breach of, or of any facts or circumstances constituting or resulting in the inaccuracy in or breach of, such representation or warranty.
Indemnification by BioTime. Subject to Section 2, BioTime shall indemnify, defend, save and hold harmless ▇▇. ▇▇▇▇▇▇▇▇, Greenbelt and Greenway, and each of their members, managers, directors, officers, employees, agents, representatives, affiliates, successors and assigns (each, a “Shareholder Indemnified Party”) from and against any and all damages, liabilities, losses, awards, judgments, costs and expenses, including reasonable attorneys’ fees and expenses (collectively, “Losses”), to the extent relating to (i) any third party claim or action (including but not limited to, any claims or actions brought by Geron Corporation or its affiliates), (ii) any regulatory claim, inquiry, or investigation or other regulatory Proceeding, or (iii) any counter-claim or other action brought in connection with a claim or action brought by BioTime against any Shareholder Indemnified Party, that are imposed upon or otherwise actually suffered or incurred by a Shareholder Indemnified Party resulting from or arising out of Shareholder being a party to the Support Agreement. The amount of any Losses recoverable hereunder shall be net of any recovery under any insurance policy, provided that no Shareholder Indemnified Party shall have any obligation to seek recovery under any insurance policy. Promptly after receipt by any Shareholder Indemnified Party of notice of any action or proceeding, such Shareholder Indemnified Party shall notify BioTime of such action or proceeding, provided that the failure to so notify BioTime shall not relieve BioTime from any liability hereunder except to the extent such failure to notify has actually and materially prejudiced the defense relating to any such action or proceeding.
Indemnification by BioTime. (a) From and after the Closing Date (but subject to the limitations set forth in this ARTICLE 8), BioTime shall indemnify and hold harmless each of the AgeX Indemnitees against, and shall reimburse each of the AgeX Indemnitees for, any Damages (regardless of whether or not such Damages relate to a Third Party claim) that are incurred or suffered by any of the AgeX Indemnitees based upon, arising out of, with respect to, or by reason of:
(i) any breach of any covenant or obligation of BioTime contained in this Agreement or in any Ancillary Agreement;
(ii) Liabilities to the extent related to Encumbrances upon the Contributed BioTime Assets, other than Encumbrance related to or constituting a part of the Assumed BioTime Liabilities;
(iii) the Retained BioTime Liabilities, including also from any failure of any BioTime Group Member to pay, perform, or otherwise discharge any Retained BioTime Liability; or
(iv) conducting the BioTime Business.