Indemnification Limitation of Liability Insurance. 14.1Indemnification by Affimed. Affimed shall defend, indemnify and hold harmless Artiva, its Affiliates, and its and their employees, directors, subcontractors and agents (collectively, the “Artiva Indemnitees”) from and against any liabilities, damages, settlements, penalties, fines, reasonable costs and expenses (including, reasonable attorneys’ fees and other expenses of litigation) (collectively, “Losses”) resulting from Third Party suits, claims, actions, allegations and demands (each, a “Third Party Claim”) against an Artiva Indemnitee to the extent that they arise or result from: (a) the negligence or willful misconduct by any Affimed Indemnitee in connection with this Agreement, (b) a breach by Affimed of any of its representations, warranties, covenants or other obligations of Affimed under this Agreement, (c) any Later Imposed Withholding (subject to Section 9.4(b)), (d) any injury to a subject in the Combination Therapy Trial to the extent attributable to the Affimed Product, (e) any injury to a customer or end-user of Combination Therapy to the extent attributable to the Affimed Product or (f) the use by Affimed, its Affiliates, contractors or licensees of Combination Therapy Clinical Data, Affimed Inventions, or Joint Technology (including Joint Patents); but excluding, in each case (of (a) through (f)), any such Losses to the extent arising or resulting from a cause or event for which Artiva is obligated to indemnify the Affimed Indemnitees pursuant to Section 14.2.
Indemnification Limitation of Liability Insurance. Indemnification and Defense.
Indemnification Limitation of Liability Insurance. ShotSpotter shall, at its expense, indemnify, defend, save, and hold Customer harmless from any and all claims, lawsuits, or liability, including attorneys' fees and costs, arising out of, in connection with, any loss, damage, or injury to persons or property to the extent of the negligence, or wrongful act, error, or omission of ShotSpotter, its employees, agents, or subcontractors as a result of ShotSpotter’s or any of its employees, agents, or subcontractor’s performance pursuant to this Agreement. ShotSpotter shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding the foregoing, if a claim, lawsuit, or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents, or contractors, ShotSpotter’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. In no event shall either Party, or any of its affiliates or any of its/their respective directors, officers, members, attorneys, employees, or agents, be liable to the other Party under any legal or equitable theory or claim, for indirect, incidental, or consequential damages, each of which is hereby excluded by agreement of the Parties, regardless of whether such damages were foreseeable or whether any Party or any entity has been advised of the possibility of such damages. Except for its Intellectual Property infringement indemnity obligations under Section 9 of this Agreement, ShotSpotter’s cumulative liability for all losses, claims, suits, controversies, breaches or damages for any cause whatsoever arising out of or related to this Agreement, whether in contract, tort, by way of indemnification or under statute, and regardless of the form of action or legal theory shall not exceed two (2) times the amount paid to ShotSpotter under this Agreement, or the amount of insurance maintained by ShotSpotter available to cover the loss, whichever is greater. The foregoing limitations shall apply without regard to any failure of essential purpose of any remedies given herein.
Indemnification Limitation of Liability Insurance. With respect to Sections 10.1 through 10.6 (inclusive) of the Master Agreement, the terms “Collaboration Products” and “Global Licensed Products” as referenced in the Master Agreement shall be deemed to include the Global AT3 Licensed Products. Notwithstanding the foregoing, with respect to any Losses (as defined in the Master Agreement) arising out of any Third Party product liability claim arising from the Development or Commercialization of a Global AT3 Licensed Product, such Losses shall be borne [***] percent ([***]%) by each of Genzyme and Alnylam on a global basis; provided, however that such obligations of each Party shall be subject to the exceptions set forth in Sections 10.1 and 10.2 of the Master Agreement.
Indemnification Limitation of Liability Insurance. 12.1 Indemnification by Otsuka. Otsuka shall indemnify, hold harmless and defend Perception, its Sublicensees, and its and their respective directors, officers, employees and agents (“Perception Indemnitees”) from and against any and all liabilities, expenses, damages, costs, fees, expenses and losses, including any damages for product liability, personal injury or property damage, and including reasonable legal expenses and attorneys’ fees (collectively, “Losses”), to which any Perception Indemnitee may become subject as a result of any claim, demand, action or other proceeding by any Third Party (“Third Party Claim”) to the extent such Third Party Claim or Losses arise out of: (a) the Development, Manufacture or Commercialization of any Product by Otsuka or its Sublicensees or subcontractors in the Otsuka Territory (and in the Perception Territory solely with respect to an Ex-Otsuka Territory Study), (b) any breach of, or inaccuracy in, any representation or warranty made by Otsuka in this Agreement, or any breach or violation of any covenant or agreement of Otsuka in or in the performance of this Agreement, or (c) the negligence or willful misconduct by Otsuka or its Sublicensees or subcontractors or its or their respective directors, officers, employees or agents in the performance of Otsuka’s obligations under this Agreement; provided that, Otsuka shall have no obligation to indemnify the Perception Indemnitees to the extent that the Losses arise out of or result from any matters for which Perception is obligated to indemnify Otsuka under Section 12.2.
Indemnification Limitation of Liability Insurance. 5.1 Sponsor agrees to defend, indemnify and hold harmless the Institution and the Investigator and their respective directors, officers, employees, Agents, and Trial Site Team Members (the "Indemnitees"), against all claims, actions, suits, proceedings, liability, losses, damages, charges, orders, fines and expenses, including assessable legal fees and disbursements made or brought by a third party against an Indemnitee for harm:
Indemnification Limitation of Liability Insurance. 14.1. The Company shall defend, indemnify and hold harmless the Researcher, Hadasit, HMO, and their respective officers, directors, employees, and agents (hereinafter collectively, the “Indemnitees”) from and against any claim, demand or action (a “Claim”) brought by any third party (including product liability claims), and any and all liabilities, losses, damages, court costs, reasonable attorney's fees, or other costs or expenses resulting therefrom which result from the use and/or exploitation and/or transfer by Company, its Affiliates and/or any of their respective subcontractors, distributors or sublicensees of the Qualified Data and/or the Products, and/or the manufacture of the Products, by the Company, its Affiliates and/or any of their respective subcontractors, distributors or sublicensees, provided, that such damages are not as a result of a material breach of this Agreement or negligence or wrongful acts or omissions by Hadasit or any Indemnitees.
Indemnification Limitation of Liability Insurance. 11.1. Manufacturer shall indemnify and hold RareGen and its Affiliates harmless from any losses, damages, liabilities, costs, fees or expenses (including reasonable attorneys' fees) incurred by RareGen in connection with any (i) misrepresentation or breach by Manufacturer of any warranty, covenant or agreement made or contained in this Agreement, and (ii) claim or action instituted or threatened against RareGen based upon any Manufacturer Development Work involving any claim for infringement of any patent, trademark, copyright or other proprietary or intellectual property right.
Indemnification Limitation of Liability Insurance. (a) The Client agrees to indemnify, defend and hold harmless the Service Provider, its Affiliates and their respective officers, directors, employees, and agents (each, a “Representative”) from any and all Losses incurred by any of them relating to a Third Party Claim arising from or relating to:
Indemnification Limitation of Liability Insurance. 13.1. Indemnification by Arrowhead. Arrowhead will indemnify, hold harmless, and defend Takeda, its Affiliates, and their respective directors, officers, employees, and agents (“Takeda [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Indemnitees”) from and against any and all losses, liabilities, damages, costs, taxes (including penalties and interest) fees, and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) resulting from any claims, suits, proceedings or causes of action brought by a Third Party (collectively, “Claims”) against such Takeda Indemnitees to the extent arising out of or resulting from:
