Indemnification by Geron Sample Clauses
The "Indemnification by Geron" clause requires Geron to compensate or protect the other party from losses, damages, or liabilities that arise from specific actions or omissions related to Geron's conduct under the agreement. Typically, this means that if a third party brings a claim against the other party due to Geron's breach of contract, negligence, or infringement of intellectual property, Geron will be responsible for covering legal costs and any resulting damages. This clause serves to allocate risk by ensuring that the party not at fault is shielded from financial harm caused by Geron's actions.
Indemnification by Geron. Subject to Article 14, Geron hereby agrees at all times during the term of this Agreement to indemnify, defend and hold harmless Licensee and its Affiliates (collectively, the “BAC Indemnified Parties”) from and against any Damages with respect to any claims and any Proceedings with respect to such claims (together, “Claims”) made by any Third Party and arising from or based on (a) a material breach of Geron’s representations and warranties contained in Section 11.2 or (b) the negligence or willful misconduct of Geron in the performance of its obligations or exercise of its rights under this Agreement; provided that such indemnification obligation shall not apply to Damages incurred by a BAC Indemnified Party to the extent such BAC Indemnified Party is adjudicated (in a final non-appealable judgment) to have acted in a negligent or willfully wrongful manner.
Indemnification by Geron. (a) From and after the Closing Date (but subject to the limitations set forth in this Section 9), Geron shall hold harmless and indemnify each of the BioTime Indemnitees and BAC Indemnitees against, and shall compensate and reimburse each of the BioTime Indemnitees and the BAC Indemnities for, any Damages (regardless of whether or not such Damages relate to a third party claim) that are incurred by any of the BioTime Indemnitees or BAC Indemnitees and that arise from:
(i) any inaccuracy in or breach of any of the representations or warranties made by Geron in this Agreement;
(ii) any breach of any covenant or obligation of Geron contained in this Agreement; or
(iii) Liabilities to the extent related to, and Encumbrances upon, the Contributed Geron Assets, other than the Assumed Geron Liabilities.
(b) Notwithstanding anything to the contrary contained in this Agreement, there shall not be deemed to be an inaccuracy or breach of any representation or warranty made by Geron if BioTime, BAC or any of their respective Representatives had, on or prior to the date of this Agreement, knowledge of the inaccuracy in or breach of, or of any facts or circumstances constituting or resulting in the inaccuracy in or breach of, such representation or warranty.
Indemnification by Geron. Geron hereby agrees to indemnify the Company against and agrees to hold it harmless from any and all damage, loss, liability and expense (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses in connection with any action, suit, proceeding, claim, investigation or other loss) incurred or suffered by the Company arising out of any breach of any covenant, agreement, warranty or representation or any inaccuracy or omission in any representation or warranty made by Geron pursuant to this Agreement.
Indemnification by Geron. Subject to the limitation of liability set forth in Section 6.1.4 hereof, Geron hereby agrees at all times during the term of this Agreement to indemnify, defend and hold harmless Merck and its Affiliates (collectively, “Merck Indemnified Parties”) from and against any and liabilities, actions, losses, damages, claims or expenses, including reasonable attorneys’ fees and costs (collectively, “Indemnified Losses”), arising from or based on a breach of Geron’s representations and warranties contained in Section 6.1.1, provided that such indemnification obligation shall not apply to Indemnified Losses on the part of a Merck Indemnified Party to the extent such Merck Indemnified Party is adjudicated (in a final non-appealable judgment) to have acted in a grossly negligent or willfully wrongful manner. * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.
Indemnification by Geron. Subject to the limitation of liability set forth in Section 8.2 hereof, Geron hereby agrees at all times during the terms of this Agreement to defend, indemnify and hold harmless AngioChem and its Affiliates, and each of their directors, officers, employees, and agents (collectively, the “AngioChem Indemnified Parties”) from and against any and all Indemnified Losses (a) arising from or based on a breach of Geron’s representations and warranties contained in Section 8.1.2, or (b) resulting from personal injury, product liability or property damage relating to or arising from: (i) the manufacture, use, promotion or sale of any Licensed Product by Geron or an Affiliate or Sublicensee of Geron; or (ii) the use by any person of a Licensed Product made, created, sold or otherwise transferred by Geron or an Affiliate or Sublicensee of Geron,; provided that such indemnification obligation shall not apply to Indemnified Losses on the part of an AngioChem Indemnified Party to the extent such AngioChem Indemnified Party is adjudicated (in a final non-appealable judgment) to have acted in a grossly negligent or willfully wrongful manner.
Indemnification by Geron. Geron hereby agrees at all times during the term of this Agreement to indemnify, defend and hold harmless Viragen from and against any and all claims, actions, proceedings, expenses, liabilities or losses, including reasonable legal expenses and costs, including reasonable attorneys' fees, arising from or based on a breach of Geron's representations and warranties contained in Section 8.1.