INDEMNIFICATION BY LICENSEE definition

INDEMNIFICATION BY LICENSEE. LICENSEE shall defend, indemnify and hold LICENSOR harmless against any claim, demand or liability whatsoever (including reasonable attorney's fees) arising out of:
Sample 1

Examples of INDEMNIFICATION BY LICENSEE in a sentence

  • DATED MAY 1, 1996 In Article 34 INDEMNIFICATION BY LICENSEE, insert the following new paragraph 34.2.

  • NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 12.5 (LIMITATION OF LIABILITY) IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 12.1 (INDEMNIFICATION BY LICENSOR) OR 12.2 (INDEMNIFICATION BY LICENSEE), OR DAMAGES AVAILABLE FOR A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS IN ARTICLE 13 (CONFIDENTIALITY; PUBLICATION).

  • NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 10.6 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 10.1 (INDEMNIFICATION BY LICENSOR), 10.2 (INDEMNIFICATION BY LICENSEE) OR 10.3 (INDEMNIFICATION BY LICENSEE GUARANTOR AND PARENT), OR DAMAGES AVAILABLE FOR A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS IN ARTICLE 11 (CONFIDENTIALITY; PUBLICATION).

  • NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 11.6 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 11.1 (INDEMNIFICATION BY LICENSOR), 11.2 (INDEMNIFICATION BY LICENSEE) OR 11.3 (INDEMNIFICATION BY LICENSEE GUARANTOR AND PARENT), OR DAMAGES AVAILABLE FOR A PARTY’S BREACH OF CONFIDENTIALITY OBLIGATIONS IN ARTICLE 12 (CONFIDENTIALITY; PUBLICATION).

  • NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 9.5 (LIMITATION OF LIABILITY) IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTION 9.1 (INDEMNIFICATION BY LICENSOR) OR 9.2 (INDEMNIFICATION BY LICENSEE), OR DAMAGES AVAILABLE FOR A PARTY’S OR BREACH OF CONFIDENTIALITY OBLIGATIONS IN ARTICLE 6 (CONFIDENTIALITY; PUBLICATION).

  • NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 11.5 (LIMITATION OF LIABILITY) IS INTENDED TO OR SHALL LIMIT OR RESTRICT: (A) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER SECTIONS 11.1 (INDEMNIFICATION BY LICENSEE) OR 11.2 (INDEMNIFICATION BY PLEXXIKON), AS APPLICABLE, IN CONNECTION WITH ANY THIRD PARTY CLAIMS; OR (B) DAMAGES AVAILABLE FOR A PARTY’S GROSS NEGLIGENCE, INTENTIONAL MISCONDUCT, FRAUD, OR BREACH OF Article 9 (CONFIDENTIALITY).

  • THE FOREGOING LIMITATIONS UPON LICENSEE'S LIABILITY SHALL NOT APPLY TO: (i) LOSSES SUBJECT TO INDEMNIFICATION BY LICENSEE; (ii) LOSSES ARISING FROM LICENSEE'S REPUDIATION OF THIS AGREEMENT; OR (iii) LOSSES ARISING OUT OF THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF LICENSEE.

Related to INDEMNIFICATION BY LICENSEE

  • Indemnification Obligations means each of the Debtors’ indemnification obligations in place as of the Effective Date, whether in the bylaws, certificates of incorporation or formation, limited liability company agreements, other organizational or formation documents, board resolutions, management or indemnification agreements, or employment or other contracts, for their current and former directors, officers, managers, members, employees, attorneys, accountants, investment bankers, and other professionals and agents of the Debtors.

  • Third Party Claims has the meaning set forth in Section 11.1.

  • Licensee Indemnitees has the meaning set forth in Section 11.2.

  • Indemnification Obligation means any existing or future obligation of any Debtor to indemnify current and former directors, officers, members, managers, agents or employees of any of the Debtors who served in such capacity, with respect to or based upon such service or any act or omission taken or not taken in any of such capacities, or for or on behalf of any Debtor, whether pursuant to agreement, the Debtors’ respective memoranda, articles or certificates of incorporation or formation, corporate charters, bylaws, operating agreements, limited liability company agreements, or similar corporate or organizational documents or other applicable contract or law in effect as of the Effective Date, excluding any obligation to indemnify any of the foregoing parties with respect to any act or omission for or on behalf of the Debtors arising out of any act or omission determined by a Final Order to constitute actual fraud, willful misconduct, or gross negligence.

  • Indemnification Claim Notice has the meaning set forth in Section 11.3.

  • Indemnification Provisions means each of the Debtors’ indemnification provisions currently in place whether in the Debtors’ bylaws, certificates of incorporation, other formation documents, board resolutions, or contracts for the current and former directors, officers, managers, employees, attorneys, other professionals, and agents of the Debtors and such current and former directors’, officers’, and managers’ respective Affiliates.

  • Indemnification Period means the period of time during which Indemnitee shall continue to serve as a director or as an officer of the Corporation, and thereafter so long as Indemnitee shall be subject to any possible Proceeding arising out of acts or omissions of Indemnitee as a director or as an officer of the Corporation.

  • Indemnification Claim has the meaning set forth in Section 10.3.

  • Indemnification Notice has the meaning set forth in Section 11.3(a).

  • Licensor Indemnitees has the meaning set forth in Section 9.1.

  • Indemnification Event means any event, action, proceeding or claim for which a Person is entitled to indemnification under this Agreement.

  • Indemnification Expenses shall have the meaning set forth in Section 6.11(a).

  • Indemnification means an agreement of indemnity or a release from liability where the intent or effect is to shift or limit in any manner the potential liability of the person or firm for failure to adhere to applicable auditing or professional standards, whether or not resulting in part from knowing of other misrepresentations made by the insurer or its representatives.

  • Indemnification Cap has the meaning set forth in Section 9.3(a).

  • Indemnification Agreements has the meaning set forth in Section 2.5.

  • Third Party Claim Notice shall have the meaning set forth in Section 6.5(a).

  • Breach of Agreement provisions of Section 5(a)(ii) will apply to Party A and will not apply to Party B.

  • Third Party Infringement has the meaning set forth in Section 5.1.

  • Limitation of Liability Insert the following Section 15, after Section 14:

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Manager Indemnified Party has the meaning set forth in Section 8(a) hereof.

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Company Indemnitees shall have the meaning set forth in Section 5.02.

  • Third Party Infringement Claim has the meaning set forth in Section 9.4.