Indemnification by the Foundation. The Foundation shall indemnify the Research Institution, including, as applicable, its members, trustees, directors, employees and agents, against any and all losses, costs and damages (including reasonable legal fees) suffered by the Research Institution (and/or such other related persons) as a result of the Foundation's negligence, willful misconduct or breach of this Agreement.
Indemnification by the Foundation. The Foundation shall defend and indemnify Evotec, including, as applicable, its directors, officers, employees and agents, against any and all losses, costs and damages (including reasonable legal fees) suffered by Evotec (and/or such other related persons) in connection with any third party claim to the extent resulting from (i) the Foundation’s negligence or willful misconduct; (ii) the Foundation’s breach of this Agreement; (iii) the Foundation’s (or any of its Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934. licensee’s (including Foundation Collaborators) or transferee’s) use of the Services Deliverables, Services Results, Services Intellectual Property, Assay Development Services Intellectual Property or Evotec Background Intellectual Property (but only to the extent such claim does not result from, or arise out of, an action for which Evotec is obligated to indemnify the Foundation pursuant to Section 18(b) of this Agreement); or (iv) Evotec’s use or alleged use of any Foundation Background Intellectual Property, Foundation Provided Compounds, Foundation Provided Compound Information, Foundation Provided Materials, Foundation Provided Material Information, Target(s), Foundation Provided Methods and Processes and Foundation Provided Services Information provided by the Foundation to Evotec for the purpose performing the Services (but only to the extent such claim does not result from, or arise out of, an action for which Evotec is obligated to indemnify the Foundation pursuant to Section 18(b) of this Agreement). For clarity, the Parties hereby agree that the parenthetical clause in the immediately preceding sentence is not intended to obviate or otherwise limit the possibility that both Evotec and the Foundation may be determined to be joint tort-feasors and, therefore, share liability.
Indemnification by the Foundation. The Foundation shall defend and indemnify the Company, its Affiliates and their respective directors, officers, employees, representatives, consultants, agents and service providers (collectively, the "Company Indemnified Parties"), against any and all costs, damages, expenses (including reasonable legal fees) and losses suffered by any Company Indemnified Party in connection with any Third Party action, assessment, claim, demand, proceeding or suit to the extent arising or resulting from (i) the Foundation's negligence or willful misconduct; (ii) the Foundation's breach of this Agreement; (iii) the use of the Project Deliverables [and Company Proprietary Research Material] [INCLUDE IF THIS CONCEPT IS INCLUDED IN THE AGREEMENT] by the Foundation or any Foundation Collaborator provided such Project Deliverables [and Company Proprietary Research Material] [INCLUDE IF THIS CONCEPT IS INCLUDED IN THE AGREEMENT] by the Foundation; (iv) the use of the Company Background Intellectual Property, Project Results or Project Intellectual Property by the Foundation or any Foundation Collaborator; or (iv) the Company's use, or alleged use, in the performance of the Research in the conduct of the Project of any Foundation Background Intellectual Property, Foundation Provided Materials or Foundation Provided Material Information licensed or provided by the Foundation to the Company for the purpose of performing the Research in the conduct of the Project (but in each case only to the extent such claim does not result from, or arise out of, an action for which the Company is obligated to indemnify the Foundation pursuant to Section 19(b) of this Agreement). For clarity, the Parties agree that the parenthetical clause in the immediately preceding sentence is not intended to obviate or otherwise limit the possibility that both the Company and the Foundation may be determined to be joint tort-feasors and, therefore, share liability.
Indemnification by the Foundation. The Foundation will defend and indemnify Isis, including, as applicable, its directors, officers, employees and agents, against any and all losses, costs and damages (including reasonable legal fees) suffered by Isis (and/or such other related persons) in connection with any third party claim to the extent resulting from (i) the Foundation's negligence or willful misconduct; (ii) the Foundation's breach of this Agreement; or (iii) Isis' use or alleged use of any Foundation Provided Materials or Foundation Provided Material Information provided by the Foundation to Isis for the purpose of conducting the Project (but only to the extent such claim does not result from, or arise out of, an action for which Isis is obligated to indemnify the Foundation pursuant to Section 18(b) of this Agreement). For clarity, the Parties hereby agree that the parenthetical clause in the immediately preceding sentence is not intended to obviate or otherwise limit the possibility that both Isis and the Foundation may be determined to be joint tort-feasors and, therefore, share liability.
Indemnification by the Foundation. The Foundation hereby agrees to indemnify, save, defend and hold harmless the Company from and against any and all Losses arising directly or indirectly out of the breach of any representation or warranty made by the Foundation hereunder, except to the extent such Losses result from the gross negligence or the willful misconduct of the Company. In the event the Company seeks indemnification under this Section 6.8, the Company shall inform the Foundation of a claim as soon as reasonably practicable after the Company receives notice of the claim, shall permit the Foundation to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Foundation) in the defense of the claim.
Indemnification by the Foundation. The Foundation will defend and indemnify Isis, its Affiliates and their respective directors, officers, employees, representatives, consultants, agents and service providers (collectively, the “Isis Indemnified Parties”), against any and all costs, damages, expenses (including reasonable legal fees) and losses suffered by any Isis Indemnified Party in connection with any Third Party action, assessment, claim, demand, proceeding or suit to the extent arising or resulting from (i) the Foundation’s negligence or willful misconduct; (ii) the Foundation’s breach of this Agreement; (iii) Isis’ use, or alleged use, in the performance of the Research of any Foundation Provided Materials or Foundation Provided Material Information provided by the Foundation to Isis for the purpose of performing the Research; or (iv) the storage, distribution or use of a Project Compound by the Foundation or any Foundation Collaborator (but in each case only to the extent such claim does not result from, or arise out of, an action for which Isis is obligated to indemnify the Foundation pursuant to Section 20(b) of this Agreement). For clarity, the Parties agree that the parenthetical clause in the immediately preceding sentence is not intended to obviate or otherwise limit the possibility that both Isis and the Foundation may be determined to be joint tort-feasors and, therefore, share liability.
Indemnification by the Foundation. The Foundation shall indemnify Purchaser and its affiliates, partners, principals, officers, directors, managers, members, employees, independent contractors, agents, representatives, and other similarly situated parties, and the successors, heirs and personal representatives of any of them (collectively, "Purchaser Indemnified Parties"), against and hold them harmless from any and all damage, claim, loss, reasonable liability and expense (including, without limitation, reasonable expenses of investigation and attorneys' fees and expenses) (collectively, "Damages") incurred or suffered by any Purchaser Indemnified Party arising out of or relating to any breach of any representation, warranty, covenant or other agreement of the Foundation contained herein or in any Document to which the Foundation is a party. Purchaser acknowledges that in connection with this Agreement and the transactions contemplated hereby, except for the representations, warranties, covenants and other agreements of the Foundation contained herein or in any Document to which the Foundation is a party, Purchaser has not relied in any respect on the Foundation to provide Purchaser information regarding the Company and the Foundation has provided no such information. Notwithstanding the provisions of this Section 5.2, the maximum liability (the "Maximum Liability") of the Foundation under this Agreement shall be the aggregate amount paid to the Foundation by Purchaser for the Shares.
Indemnification by the Foundation. The Foundation shall indemnify the Company, including, as applicable, its directors, officers, employees and agents, against any and all losses, costs and damages (including reasonable legal fees) suffered by the Company (and/or such other related persons) as a result of the Foundation’s negligence, willful misconduct or breach of this Agreement.
Indemnification by the Foundation. The Foundation hereby agrees to save, defend and hold harmless the Company from and against any and all Losses arising directly or indirectly out of the breach of any representation or warranty made by the Foundation hereunder,
