Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Xx. Xxxxxxx harmless from and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Xx. Xxxxxxx based upon a breach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Subject to ARTICLE 10, Omega shall indemnify and hold harmless Data Recipient, its Affiliates and their respective directors, officers, employees, agents and other representatives (the “Data Recipient Indemnified Parties”) from any and all liabilities, obligations, losses, damages, penalties, claims, demands, proceedings, suits, actions, settlements and judgements, costs and expenses of whatever nature (including reasonable legal and professional fees and expenses) imposed on, incurred by or asserted against Data Recipient as a result of any assertion by any person that the Data infringes or misappropriates any copyright, patent, trademark or trade secret or copyright or other intellectual property right of a third party.
Indemnification By OMEGA. Omega will indemnify Acuitas, its Affiliates and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, “Acuitas Indemnitees”), and defend and hold each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims against Acuitas Indemnitees to the extent arising from or occurring as a result of: (i) the breach by Omega of any provision of this Agreement or the Evaluation Agreement; or (ii) any negligence or willful misconduct on the part of any Omega Indemnitee in the conduct of the Workplan or the work conducted under the Evaluation Agreement; or (iii) any alleged infringement or misappropriation of Patents or other intellectual property rights by Acuitas in the conduct of the Workplan or the work conducted under the Evaluation Agreement based solely on Acuitas’ use of Omega Technology, (iv) the use, practice, license or other exploitation of the Joint IP by or on behalf of Omega for its own or a Third Party’s account (other than in connection with any Licensed Product that is the subject of a Non-Exclusive License agreement) except in each case (i)-(iv) to the extent Acuitas is obligated to indemnify Omega in accordance with Section 8.6(a).
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Dr. Feldman harmless from and against any damages, liabilities, losses xxx xxxxxxes (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Dr. Feldman based upon a breach of any representation, warranty or covxxxxx xxxx by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Dr. Leonard harmless from and against any damages, xxxxxxxxxxs, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Dr. Leonard based upon a breach of any representatxxx, xxxxxxty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Omega shall indemnify Manager against, and hold it harmless from any and all Claims (as defined in Section 3.1, above) arising out of its management of the Indiana Returned Facilities except for any such Claims arising out of the willful misconduct or gross negligence of Manager and its officers, employees and agents.
Indemnification By OMEGA. Omega will indemnify Acuitas, its Affiliates and their respective directors, officers, employees and agents, and their respective successors, heirs and assigns (collectively, “Acuitas Indemnitees”), and defend and hold each of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or demands of Third-Parties (collectively, “Third-Party Claims”) against the Acuitas Indemnitees to the extent arising from or occurring as a result of: (i) the breach by Omega of any provision of this License Agreement; (ii) any negligence or willful misconduct on the part of any Omega Indemnitee in connection with this License Agreement; or (iii) the development or commercialization by or on behalf of Omega or any of its Affiliates or Sublicensees of Licensed Products other than if related to any infringement of Third-Party Patents by the LNP composition (for clarity the lipid composition excludes the combination of the LNP with a nucleic acid) or lipid components of Licensed Products, except in each case (i)-(iii) to the extent Acuitas is obligated to indemnify Omega in accordance with Section 9.6(b) of this License Agreement or Section 8.6(a) of the Development and Option Agreement.
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Dr. Holt harmlxxx xxxm and against any damages, liabilities, losses and expenses (including reasonable counsel fees) of any kind or nature whatsoever which may be sustained or suffered by Dr. Holt based xxxx x xreach of any representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold Dr. Villa harmless from and against any xxxxxxx, xiabilities, losses and expenses (including reasonable attorneys' fees) of any kind or nature whatsoever which may be sustained or suffered by Dr. Villa based upon a breach of any representatixx, xxxxxnty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
Indemnification By OMEGA. Subject to the limitations set forth in Section 9.3, OMEGA agrees to defend, indemnify and hold the PC and Dr. Levin harmless from and xxxxxxx xuch damages, liabilities, losses and expenses of which may be sustained or suffered by the PC or Dr. Levin based upon a brxxxx xx xny representation, warranty or covenant made by OMEGA in this Agreement or in any exhibit, certificate, schedule or financial statement delivered hereunder, or by reason of any claim, action or proceeding asserted or instituted growing out of any matter or thing covered by such representations, warranties or covenants.
