Indemnification by Optionee. Optionee agrees to indemnify, defend and hold harmless Optionor (and its officers, directors, successors, and assigns) from and against any and all debts, liens, claims, causes of action, administrative orders and notices, costs (including, without limitation, response and/or remedial costs), personal injuries, losses, damages, liabilities, demands, interest, fines, penalties and expenses, including reasonable attorney's fees and expenses, consultant's fees and expenses, court costs and all other out-of-pocket expenses, suffered or incurred by Optionor and its successors as a result of:
(a) any breach by Optionee of any of its representations, warranties, covenants and obligations set forth in this Agreement; or
(b) any operations or activities engaged in by Optionee on the Property, including without limitation any matter, condition or state of fact involving Environmental Laws or Hazardous Materials or Environmental Liabilities which may arise after the Effective Date of this Agreement and that is caused by Optionee.
Indemnification by Optionee. To the extent permitted by law, Optionee will indemnify and hold harmless the Company, and its directors, officers, employees, agents and representatives, as well as its controlling persons (within the meaning of the Securities Act) against any losses, claims, damages, liabilities, or expenses, including without limitation, attorneys' fees and disbursements, which arise out of or are based upon any violation by Optionee of the Securities Act or any rule or regulation promulgated thereunder applicable to Optionee or arise out of or are based upon any untrue statement of any material fact contained in the registration statement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or alleged untrue statement or omission, or alleged omission was made in such registration statement in reliance upon and in conformity with information furnished by Optionee in writing expressly for use in connection with such registration statement.
Indemnification by Optionee. Optionee shall indemnify and hold harmless the Corporation, its officers, directors, partners, members and agents and each person, if any, who controls the Corporation within the meaning of Section 15 of the Securities Act of 1933 or Section 20 of the Securities Exchange Act of 1934 to the same extent as the foregoing indemnity from the Corporation to Optionee, but solely with reference to information in conformity with and related to Optionee furnished in writing by Optionee expressly for use in any registration statement or prospectus relating to the Option Stock, or any amendment or supplement thereto, or any preliminary prospectus. Optionee shall also indemnify and hold harmless any Underwriter of the Registrable Securities or shares of Common Stock, their officers, directors, partners, members and agents and each person who controls such Underwriters on substantially the same basis as that of the indemnification of the Corporation provided in this Section; provided, however, that in no event shall any indemnity obligation under this Section exceed the dollar amount of the net proceeds actually received by Optionee from the sale of Option Stock or shares of Common Stock, which gave rise to such indemnification obligation under such registration statement or prospectus.
Indemnification by Optionee. Optionee agrees that he shall indemnify and hold harmless the Seller or any of the Seller’s agents, officers, employees, registered representatives, directors, or control persons who is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, from and against all claims, losses, liabilities and expenses (including, without limitation, reasonable attorney’s fees, judgments, fines and amounts paid in settlement), actually and reasonably incurred, arising out of or in connection with any breach of the representations and warranties made by Optionee to the Seller in this Agreement.
Indemnification by Optionee. Optionee shall indemnify and hold the --------------------------- Grantors and their officers, directors, partners and shareholders harmless against and in respect of any and all Damages which the Grantors or any such person may suffer, incur or become subject to arising out of, based upon, as a consequence of relying upon or otherwise in respect of any inaccuracy in or breach of any representation or warranty of Optionee made in or pursuant to this Option Agreement or any breach or nonfulfillment of any covenant or obligation of Optionee contained in this Option Agreement.
Indemnification by Optionee. Optionee covenants and agrees to indemnify and hold Optionor and its Affiliates harmless from and against, and to reimburse Optionor and its Affiliates for, any claim for any losses, damages, liabilities or expenses, including counsel fees, incurred by Optionor or its Affiliates by reason of or arising from any breach of any representation, warranty, covenant or agreement of Optionee contained in this Agreement.
Indemnification by Optionee. Optionee hereby indemnifies and agrees to defend and hold harmless Optionor, and its officers, directors, employees, agents and successors and assigns ("Optionor Indemnitees"), from and against any and all demands, claims, actions or causes of action, assessments, expenses, costs, damages, losses and liabilities (including attorneys' fees and other charges) which may at any time be asserted against or suffered by any Optionor Indemnitee, whether before or after the date of the Closing, as a result of, on account of or arising from (a) the failure of Optionee to perform any of Optionee's obligations hereunder or, to the extent provided in Section 10.1, the breach by Optionee of any of Optionee's representations and warranties made herein, (b) events, contractual obligations, acts or omissions of Optionee that occurred in connection with the ownership or operation of the Property subsequent to the Closing, (c) damage to property or injury to or death of any person or any claims for any debts or obligations occurring on or about or in connection with the Property or any portion thereof or with respect to the operation of the Property at any time or times subsequent to the Closing, or (d) any damage to the Property caused by Optionee in connection with any studies, investigations or tests conducted by Optionee pursuant to Section 4.2 hereof. The obligations of Optionor under this Section 9.2 shall survive the Closing.
Indemnification by Optionee. Optionee agrees to indemnify and hold harmless the Company, each director of the Company, each officer of the Company who shall have signed any registration statement covering Registrable Securities held by Optionee, to the same extent as the foregoing indemnity from the Company to Optionee in SECTION 4.10, but only with respect to statements or omissions, if any, made in any registration statement, preliminary prospectus, or final prospectus (as from time to time amended and supplemented), or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information furnished to the Company with respect to Optionee by or on behalf of Optionee, for inclusion in any such registration statement, preliminary prospectus, or final prospectus, or any amendment or supplement thereto, or in any application, as the case may be. If any action shall be brought against the Company or any other person so indemnified based on any such registration statement, preliminary prospectus, or final prospectus or any amendment or supplement thereto, or in any application, and in respect of which indemnity may be sought against Optionee pursuant to this SECTION 4.11, Optionee shall have the rights and duties given to the Company, and the Company and each other person so indemnified shall have the rights and duties given to Optionee, by the provisions of SECTION 4.10.
Indemnification by Optionee. (a) Optionee agrees to indemnify and hold harmless each Company Group Member from and against any and all Losses and Expenses incurred by such Company Group Member in connection with or arising from:
(i) any breach of any warranty or the inaccuracy of any representation of Optionee contained in this Agreement, in any certificate delivered by or on behalf of Optionee pursuant hereto or in any Optionee Ancillary Agreement; and
(ii) any breach by Optionee of any of its covenants or agreements, or any failure by Optionee to perform any of its obligations, in this Agreement or in any Optionee Ancillary Agreement; provided, however, that:
(A) Optionee shall not be required to indemnify and hold harmless under clause (i) of this Section 6.2(a) with respect to Losses and Expenses incurred by Company Group Members unless the aggregate amount of such Losses and Expenses exceeds $500,000, and once such amount is exceeded, Optionee shall indemnify the Company Group Members for the entire amount of all Losses and Expenses without reduction;
(B) in no event shall the aggregate amount required to be paid by Optionee pursuant to clause (i) of this Section 6.2(a) and clause (ii) of this Section 6.2(a) solely with respect to a breach by Optionee of Section 5.2(a) exceed $50,000,000; and
(C) in no event shall the aggregate amount required to be paid by Optionee pursuant to this Section 6.2(a) exceed the Option Consideration.
(b) The indemnification provided for in Section 6.2(a) shall terminate on the earlier of the Merger Agreement Execution Date or the Option Termination Date (and no claims shall be made by any Company Group Member under Section 6.2(a) thereafter), except that the indemnification by Optionee shall continue as to:
(i) the covenants of Optionee set forth in Sections 8.2, 8.3 and 8.9, as to all of which no time limitation shall apply; and
(ii) any Loss or Expense of which any Company Group Member has notified Optionee in accordance with the requirements of Section 6.3 on or prior to the date such indemnification would otherwise terminate in accordance with this Section 6.2, as to which the obligation of Optionee shall continue until the liability of Optionee shall have been determined pursuant to Section 6.3(b), and Optionee shall have reimbursed all Company Group Members for the full amount of such Loss and Expense in accordance with this Article VI.
Indemnification by Optionee. Optionee shall indemnify, hold harmless and defend Optionor, KU, and their respective officers, employees, inventors, affiliates, and agents, against any and all claims, suits, losses, damages, costs, liabilities, fees and expenses (including reasonable fees of attorneys) resulting from or arising out of or in connection with: (a) the exercise of any option granted under this Agreement; (b) the breach of this Agreement by Optionee; (c) Optionee’s failure to comply with any applicable laws, rules, or regulations, or (d) any act, error, or omission of Optionee, its officers, agents, employees, or Affiliates, except where such claims, suits, losses, damages, costs, fees, or expenses result solely from the gross negligence, fraud, or intentional misconduct of the Optionor, its affiliates, officers, employees or agents, or (e) its practice of the Patent Rights or Licensed Technology. Optionee shall give Optionor prompt and timely notice of any claim or suit instituted of which Optionee has knowledge that in any way, directly or indirectly, affects or might affect Optionor, and Optionor shall have the right at its own expense to participate in the defense of the same.
