Common use of Indemnification by Cellectis Clause in Contracts

Indemnification by Cellectis. Except as provided in Section 4.05, Cellectis shall indemnify, defend and hold harmless each member of the Company Group and each of their Affiliates and each member of the Company Group’s and their respective Affiliates’ directors, officers, employees and agents, and each of the heirs, executors, successors and assigns of any of the foregoing (collectively, the “Company Indemnitees”), from and against any and all Losses of the Company Indemnitees relating to, arising out of or resulting from (without duplication and including any such Losses arising by way of setoff, counterclaim or defense or enforcement of any lien): (a) any untrue statement or alleged untrue statement of a material fact contained in any Disclosure Document of any member of the Company Group or any omission or alleged omission to state a material fact in any such Disclosure Document required to be stated therein or necessary to make the statements therein not misleading that is based upon information relating to Cellectis furnished to the Company in writing by Cellectis expressly for use in such Disclosure Document; (b) the Cellectis Business, including the failure of Cellectis or any other member of the Cellectis Group to pay, perform or otherwise promptly discharge any Liability relating to, arising out of or resulting from the Cellectis Business in accordance with its terms, whether prior to or after the Effective Date or the date hereof; and (c) any breach by Cellectis or any Person in the Cellectis Group of this Agreement or any Ancillary Agreement, unless such Ancillary Agreement expressly provides for separate indemnification therein, in which case, any such indemnification claims with respect to a breach thereunder shall be made thereunder.