Common use of Indemnification by Clause in Contracts

Indemnification by. [ * ]. [ * ] hereby agrees to indemnify and hold Insignia [ * ], its Affiliates (as defined in the LLC Agreement), Newco LLC and the employees, officers, directors, shareholders, members and partners of any of the foregoing (collectively, the "Insignia Indemnified Parties") harmless from and against any and all claims, costs, penalties, damages, losses, liabilities and expenses (including, without limitation, reasonable attorneys' fees and costs), whether known or unknown and whether absolute, accrued, contingent or otherwise (collectively, "Damages") that may at any time be asserted against or incurred by the Insignia Indemnified Parties, from and after the Closing, directly or indirectly resulting from, relating to, arising out of, or attributable to any of the following: (a) subject to the limitations set forth in Section 3.33, any inaccuracy, breach or failure to perform by [ * ] of any of its representations, warranties, covenants or obligations set forth herein or in any other document delivered by [ * ] pursuant hereto, other than the LLC Agreement, the Support Agreement, and the Joint and Several Undertaking ([ * ]), (b) subject to the limitations set forth in Section 3.33, any liability or obligation for which [ * ] has agreed, pursuant to the terms of this Agreement, to provide indemnification, (c) third party claims by employees of [ * ] or its Affiliates arising or accruing prior to 12:01 A.M. on the Closing Date, (d) any liabilities accruing under any of the Operating Agreements, Tenant Leases, [ * ] Agreements or any other written or oral agreement relating to the Property to which [ * ] or any of its affiliates is a party or under which [ * ] or any of its affiliates is obligated, and existing at any time prior to 12:01 A.M. on the Closing Date, and (e) any third party tort claims relating to any act or event occurring prior to 12:01 A.M. on the Closing Date; provided, however, that for purposes of this clause (e), a physical condition existing on or with respect to the Property as of a given time shall not in itself be deemed an act or event occurring at such time, and provided further, that the last sentence of Section 3.32 shall be construed and applied without regard to this Section 7.2.

Indemnification by. [ * ]. [ * [***] hereby agrees to indemnify will indemnify, defend and hold Insignia [ * harmless [***], its Affiliates (as defined in the LLC Agreement)Affiliates, Newco LLC and the its and its Affiliates’ employees, officers, directorsdirectors and agents and their respective successors, shareholdersheirs and assigns (each, members and partners of any of the foregoing (collectively, the "Insignia a “[***] Indemnified Parties"Party”) harmless from and against any and all claimsliability, costsloss, penalties, damages, losses, liabilities and expenses damage or expense (including, without limitation, including reasonable attorneys' ’ fees and costs), whether known or unknown and whether absolute, accrued, contingent or otherwise expenses) (collectively, "Damages"“Liability”) that the [***] Indemnified Party may at incur or otherwise be required to pay to one or more Third Parties in connection with any time be asserted against Third Party suit, investigation, claim or incurred by the Insignia Indemnified Parties, demand resulting from and after the Closing, directly or indirectly resulting from, relating to, arising out of, or attributable to any of the following: : (a) subject the Research, Development, Manufacture, Commercialization, use or other exploitation of any Licensed ETB or Licensed Product by, on behalf of, or under the authority of, [***] or its Affiliates or Sublicensees or Subcontractors (other than by any [***] Indemnified Party), other than claims by one or more Third Parties that the practice of the ETB Platform in accordance with this Agreement infringes or misappropriates any issued Patent or other intellectual property rights owned or controlled by such Third Party(ies); (b) the use by [***] at [***]’s direction in accordance with this Agreement of any Antibody to which [***] has obtained rights by directly contracting with a Third Party pursuant to Section 2.4; (c) the limitations set forth in Section 3.33, any inaccuracy, material breach or failure to perform by [ * [***] of any of its representations, warranties, warranties or covenants or obligations set forth herein or in any other document delivered by [ * ] pursuant hereto, other than the LLC Agreement, the Support Agreement, and the Joint and Several Undertaking ([ * ]), (b) subject to the limitations set forth in Section 3.33, any liability or obligation for which [ * ] has agreed, pursuant to the terms of this Agreement, to provide indemnification, (c) third party claims by employees of [ * ] or its Affiliates arising or accruing prior to 12:01 A.M. on the Closing Date, ; or (d) any liabilities accruing under any the negligence or intentional misconduct of the Operating Agreements, Tenant Leases, [ * ] Agreements or any other written or oral agreement relating to the Property to which [ * [***] or any of its affiliates is a party or under which [ * ] or any of its affiliates is obligated[***]Indemnified Party; except, and existing at any time prior to 12:01 A.M. on the Closing Date, and in each case (e) any third party tort claims relating to any act or event occurring prior to 12:01 A.M. on the Closing Date; provided, however, that for purposes of this clause (ea)–(d)), a physical condition existing on or with respect to the Property extent such claims fall within the scope of [***]’s indemnification obligations under Section 10.1.2 (or would have had the Third Party claim been made against [***] under this Agreement) as to which Liability each Party will indemnify the other to the extent of a given time shall not in itself be deemed an act or event occurring at such time, and provided further, that the last sentence of Section 3.32 shall be construed and applied without regard to this Section 7.2their respective liability.