By Verenium. Subject to the provisions of Section 8.4, Verenium hereby agrees to defend, indemnify and hold harmless the BP Indemnitees from and against any Losses incurred by any of the BP Indemnitees as a result of any Claim arising from or related to (a) any material breach of the representations, warranties, covenants or agreements of Verenium under this Agreement; (b) the exploitation by Verenium, its Affiliates and Sublicensees of the Verenium Intellectual Property, and (c) any negligence or intentional misconduct by Verenium, its Affiliate or their respective employees, agents or representatives in performing the covenants, agreements or obligations under this Agreement. The foregoing indemnification, defense and hold harmless obligation will not apply in the event and to the extent that a court of competent jurisdiction determines that such Claims arose as a result of any BP Indemnitee’s negligence, intentional misconduct or breach of this Agreement, but only up to and to the extent of the respective BP Indemnitee’s proportional share of fault or responsibility.
By Verenium. Subject to the terms and conditions of this Agreement, Verenium hereby grants to BP and its Affiliates, during the JDP Term, a non-exclusive, worldwide, royalty-free license, without the right to sublicense, under the Verenium Background Technology solely to perform BP’s obligations under the JDP Plan. The license granted under this Section 2.4.2 shall include commercially reasonable access by BP to the Xxxxxxxx Plants wherein such access is not less than or inconsistent with BP’s activities as set out by the JDP Plan in order to practice the license granted herein, subject to reasonable advance notice.
By Verenium. Verenium hereby agrees to defend, indemnify and hold harmless the BP Indemnitees from and against any Losses incurred by the BP Indemnitees as a result of any Claim arising from or related to (a) any material breach of the representations, warranties or other obligations of Verenium under this Agreement; and (b) any negligence or intentional misconduct by Verenium or its employees, agents or representatives in performing its rights or obligations under this Agreement. The foregoing indemnification action will not apply in the event and to the extent that a court of competent jurisdiction determines that such Losses arose as a result of any BP Indemnitee’s negligence, intentional misconduct or breach of this Agreement.
By Verenium. Subject to the provisions of Section 8.4 and Article IX below, Verenium hereby agrees to defend, indemnify and hold harmless the Licensee Indemnitees from and against any losses, damages, liabilities, expenses and costs, including reasonable attorneys’ fees and legal expenses (“Losses”) incurred by any of the Licensee Indemnitees as a result of any claim, demand, action or other proceeding by any Third Party (“Claim”) arising from or related to (a) any material breach of the representations, warranties, covenants or agreements of Verenium under this Agreement; and (b) any negligence or intentional misconduct by Verenium, its Affiliates or their respective employees, agents or representatives in performing its covenants, agreements or obligations under this Agreement. The foregoing indemnification, defense and hold harmless obligation will not apply to the Licensee Indemnitees, respectively, in the event and to the extent that a court of competent jurisdiction determines that such Claims arose as a result of any Licensee Indemnitee’s respective negligence, intentional misconduct or breach of this Agreement, but only up to and to the extent of the respective Licensee Indemnitee’s proportional share of fault or responsibility.
By Verenium. Verenium shall indemnify, defend, and hold harmless Licensee and its Affiliates and their directors, officers, employees and agents and their respective successors, heirs and assigns, against any and all Losses incurred by any such indemnified party as a result of any Third Party Claims arising from or relating to […***…] any material breach of any representations, warranties or covenants by Verenium under this Agreement; except to the extent such Losses are directly attributable to the negligence or willful misconduct of a party seeking indemnification under this Section 9.2.
By Verenium. This Agreement may be terminated by Verenium, upon a material breach of any representation, warranty, covenant or agreement on the part of any Holder set forth in this Agreement, such that the conditions set forth in Section 5.2(b) or Section 5.2(c) would not be satisfied and in such case not less than ten (10) business days after written notice of such breach by Verenium to the Holder(s) if such Holder has not cured such breach.
