Indemnification Limitations on Liability. The Company shall indemnify the Engagement Personnel acting as officers (the “Indemnified Professionals”) to the same extent as the most favorable indemnification it extends to its officers or directors, whether under the Company’s bylaws, its certificate of incorporation, by contract or otherwise, and no reduction or termination in any of the benefits provided under any such indemnities shall affect the benefits provided to the Indemnified Professionals. The Indemnified Professionals shall be covered as officers under the Company’s existing director and officer liability insurance policy. As a condition of A&M accepting this engagement, a Certificate of Insurance evidencing such coverage shall be furnished to A&M prior to the effective date of this Agreement. The Company shall give thirty (30) days’ prior written notice to A&M of cancellation, non-renewal, or material change in coverage, scope, or amount of such director and officer liability policy. The Company shall also maintain such insurance coverage for the Indemnified Professionals for a period of not less than six years following the date of the termination of the Indemnified Professionals’ services hereunder. The provisions of this section are in the nature of contractual obligations and no change in applicable law or the Company’s charter, bylaws or other organizational documents or policies shall affect the Indemnified Professionals’ rights hereunder. The attached indemnity and limitation on liability provisions are incorporated herein and the termination of this agreement or the engagement shall not affect those provisions, which shall remain in full force and effect.
Indemnification Limitations on Liability. The Company shall indemnify, defend and hold Purchaser harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (i) all of the representations and warranties of the Company in Section 3.1 had been true and correct pursuant to the terms of this Agreement when made and at the time of the Closing, as applicable, and (ii) all of the covenants and agreements of the Company in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Company to Purchaser under this Section 5.14 shall not exceed the amount paid by Purchaser pursuant to Section 2.2(a); and provided, further, however, that the representations and warranties set forth in Section 3.1(f) shall survive the Closing until the third anniversary of the Closing Date, whereupon they shall expire and any claim for liabilities, losses or damages arising out of or relating to a breach of the representations and warranties set forth in Section 3.1(f) must be brought prior to the third anniversary of the Closing Date.
Indemnification Limitations on Liability. The Corporation shall indemnify, defend and hold Stripes harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in Section 3 of this Agreement had been true and correct when made and at the time of the Closing and (b) all of the covenants and agreements of the Corporation in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Corporation to Stripes under this Section 10 shall not exceed the Purchase Amount.
Indemnification Limitations on Liability. The Corporation shall indemnify, defend and hold Celgene harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in this Agreement had been true and correct when made and at the time of the Closing and (b) all of the covenants and agreements of the Corporation in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Corporation to Celgene under this Section 9 shall not exceed the aggregate purchase price of the Celgene Shares.
Indemnification Limitations on Liability. 10.1 The Corporation shall indemnify, defend and hold the Investors harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in the Transaction Documents (each as modified by any schedule referred to therein) had been true and correct when made and at the time of any Closing, (b) all of the covenants and agreements of the Corporation in the Transaction Documents had been duly and timely complied with and performed and (c) a third party claim against such party had not been brought due to the Corporation not duly and timely complying with the advanced notice provisions of the warrants and agreements listed on Schedule 4.11; provided, however, that the aggregate liability of the Corporation to each Investor under this Section 10.1 shall not exceed the aggregate purchase price of the Series E Shares and the Warrants purchased by such Investor hereunder.
Indemnification Limitations on Liability a. LESSEE SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS LESSOR AND LESSOR’S SUPPLIERS FROM AND AGAINST ANY CLAIM, DEMAND, LOSS, DAMAGE, LIABILITY, LAWSUIT, CAUSE OF ACTION, JUDGMENT, PENALTY, AND/OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, COURT COSTS, AND OTHER COSTS OF SUIT) ON ACCOUNT OF PROPERTY DAMAGE OR LOSS, OR BODILY INJURY (INCLUDING ILLNESS, DISABILITY, OR DEATH), RESULTING FROM THE OPERATION, USE, OR HANDLING OF THE EQUIPMENT OR SERVICES PROVIDED HEREUNDER, TO THE EXTENT CAUSED BY THE NEGLIGENCE OR FAULT OF LESSEE AND/OR ANY THIRD PARTY. THE ABOVE INDEMNITY SHALL ALSO BE REQUIRED OF ANY LESSEE, AFFILIATE, OR OTHER PERSON OR ENTITY TO WHICH LESSEE RE-RENTS THE EQUIPMENT OR OTHERWISE MAKES THE EQUIPMENT AVAILABLE FOR USE.
Indemnification Limitations on Liability. 9.1 Biodexa shall indemnify and hold harmless each of Emtora and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“Emtora Indemnitees”) from and against any and all losses, damages, obligations, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under the Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual gross negligence, fraud or wilful misconduct of Biodexa or its Affiliates; (ii) any breach by Biodexa of its representations, warranties or obligations pursuant to this Agreement; (iii) the manufacturing, development and commercialization activities (including packaging and storage of the Product) relating to the Product conducted by or on behalf of Biodexa, its Affiliates or their Sublicensees; and (iv) any Third Party Intellectual Property Rights infringement action in respect of the Biodexa Trade Marks; and (v) the packaging of the Products. Notwithstanding the foregoing, Biodexa shall have no obligations under this Section 9.1 with respect to any Losses for which Emtora is required to indemnify the Biodexa Indemnitees under Section 9.2 or which are the result of any fraud or wilful misconduct of Emtora.
Indemnification Limitations on Liability. 8.1 ReproNovo shall indemnify and hold harmless each of Mereo and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“Mereo Indemnitees”) from and against any and all losses, damages, EXECUTION VERSION CONFIDENTIAL obligations, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under the Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual negligence, fraud or wilful misconduct of ReproNovo or its Affiliates; (ii) any breach by ReproNovo of its representations, warranties or obligations pursuant to this Agreement; (iii) the manufacturing, development and commercialization activities (including packaging and storage of the Product) relating to the Product conducted by or on behalf of ReproNovo, its Affiliates or their Sublicensees; and (iv) any Third Party Intellectual Property Rights infringement action in respect of the ReproNovo Trade Marks; and (v) the packaging of the Products. Notwithstanding the foregoing, ReproNovo shall have no obligations under this Section 8.1 with respect to any Losses for which Mereo is required to indemnify the ReproNovo Indemnitees under Section 8.2 or which are the result of any fraud or wilful misconduct of Mereo.
Indemnification Limitations on Liability. 11.1 The Corporation shall indemnify, defend and hold the Investor harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in the Transaction Documents (each as modified by any schedule referred to therein, including any updates to such schedules prior to the SPA Closing) had been true and correct when made and at the time of the SPA Closing, and (b) all of the covenants and agreements of the Corporation in the Transaction Documents had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Corporation to the Investor under this Section 11.1 shall not exceed the aggregate purchase price of the Series C-1 Shares purchased by such Investor hereunder.
Indemnification Limitations on Liability. The Corporation shall indemnify, defend and hold Shionogi harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in Section 3 of this Agreement had been true and correct when made and at the time of the Closing and (b) all of the covenants and agreements of the Corporation in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Corporation to Shionogi under this Section 11 shall not exceed the Purchase Amount.
