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 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. 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. 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. Company shall indemnify COO to the same extent as the most favorable indemnification it extends to its officers or directors, whether under 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 COO. COO shall be covered as officers under 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. 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. Company shall also maintain continuing coverage for COO for a period of not less than six (6) 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 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 Corporation shall indemnify, defend and hold the Subscribers 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 the Subscribers under this Section 10 shall not exceed the Subscription Amount.
Indemnification Limitations on Liability a. LESSEE SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS LESSOR AND XXXXXX’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. Certain confidential information contained in this document, marked with three asterisks, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Indemnification Limitations on Liability. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party, and its directors, officers, employees, subsidiaries, representatives, agents, successors and assigns (each, an “Indemnified Party”) from any loss, liability, damage, claim, cause of action, cost, fee, penalty or expense (including, without limitation, reasonable attorneys’ fees) in connection with any third party claim, suit, action, judgment or other proceeding brought or threatened against an Indemnified Party, to the extent based on or arising from a breach by the Indemnifying Party of this Agreement or the terms on the Network or in a Project acceptance document. Notwithstanding anything in this Agreement or the terms on the Network or in a Project acceptance document to the contrary, (a) neither party shall be liable to the other for any consequential, incidental, indirect, special, punitive or exemplary damages (including without limitation lost profits, lost savings, and lost future earnings or economic advantage) suffered or incurred by such other party in connection with this Agreement, even if such party has been advised of such damages, and (b) ClearPoint’s liability to the Company in connection with this Agreement shall not exceed the net fee earned by ClearPoint from the Company during the three-month period immediately preceding the date on which the Company’s claim against ClearPoint accrued; provided however, that nothing in this clause (b) shall be deemed to limit the liability of ClearPoint under any other agreement between the Company and ClearPoint, including without limitation, the Asset Purchase Agreement reference above.
Indemnification Limitations on Liability. Insurance Requirements) (but only to the extent any Loss arises prior to the Second Amendment Effective Date) and Section 12.3 (but only as applicable to Spectrum under this Second Amendment); Article 14 (Miscellaneous) (other than Sections 14.3, 14.6 and 14.12); Section 6.9 (Books; Records); Section 6.10 (Audits); Section 6.11 (Offset); Section 6.13 (Withholding Taxes); Section 6.15 (Late Payment) (for these Sections in Article 6, only as they relate to payments accrued before the Second Amendment Effective Date); Section 8.1 (Ownership); Section 8.2(a) and (8.2(b) (Prosecution) (as it relates to Joint Intellectual Property only and for clarity these sections shall not create or preserve any payment obligations of Allergan from and after December 31, 2012). For clarity, the appointment of Allergan as Spectrum’s agent under Section 5.1(a)(ii) is hereby terminated as of the Second Amendment Effective Date and Allergan shall have no obligations or liability under the License Agreement or Co-Promotion Agreement including, without limitation, any obligations or liability regarding development, regulatory or other responsibilities or activities of any kind; and
