Indemnification Insurance and Limitation of Liability. 67 12.1 Indemnification................................................................... 67 12.2 Insurance......................................................................... 68
Indemnification Insurance and Limitation of Liability l5. 1 Indemnification by Rubicon. Rubicon shall indemnify, defend and hold harmless Axxxxx and its Affiliates their respective officers, directors, employees, agents and representatives ("Axxxxx Indemnitees") from and against any and all liabilities, claims, demands, actions, suits, losses, damages, costs and expenses (including reasonable attorneys' fees) based upon or arising out of Rubicon's or its Affiliates' or Contractor's negligence, willful or deliberate misconduct; recklessness, or breach of any covenant, agreement, representation or warranty made by Rubicon or its Affiliates or Contractor in this Agreement; provided that Rubicon shall not be required to indemnify Axxxxx or any Axxxxx Indemnitee to the extent it arises from the negligence, willful or deliberate misconduct, or recklessness of Axxxxx Indemnitees, Axxxxx'x breach of this Agreement, or any other matter for which Axxxxx is responsible to indemnify Rubicon and its Affiliates pursuant to Section 15.2 of this Agreement.
Indemnification Insurance and Limitation of Liability. It is understood and agreed that the Assisting Party shall not be liable for any penalties, damages or losses whatsoever for delay or for failure to respond to any call for Aid or for any breach of this Agreement committed by the Assisting Party. The Requesting Party shall indemnify and save harmless the Assisting Party and its elected officials, directors, employees, servants, agents, insurers, successors and assigns from and against all losses, costs, damages, injury or expense to person or property of every nature or kind whatsoever arising out of, or in any way attributable to the provision of Aid, except where the same are caused by the negligence of wilful misconduct of an employee, servant, agent or volunteer of the Assisting Party. The Requesting Party shall indemnify and save harmless the Assisting Party and its elected officials, directors, employees, servants, agents, insurers, successors and assigns for damage or loss of any apparatus or equipment which results due to the Assisting Party providing Aid. The Requesting Party shall indemnify and save harmless the Assisting Party and its elected officials, directors, employees, servants, agents, insurers, successors and assigns from and against all losses, costs, damages, injury, death or expense to any person employed by the Assisting Party resulting from or in any way attributable to the provision of Aid, except where the same are caused by the negligence of wilful misconduct of an employee, servant, agent or volunteer of the Assisting Party. The Requesting Party hereby remises, releases and discharges the Assisting Party and its elected officials, directors, employees, servants, agents, insurers, successors and assigns of all and from all manner of actions, causes of action or claims and demands of every nature or kind which the Requesting Party may have against the Assisting Party and its elected officials, directors, employees, servants, agents, insurers, successors and assigns by reason of any breach of this Agreement by the Assisting Party, except where the same are caused by the negligence or wilful misconduct of an employee, servant, agent or volunteer of the Assisting Party. Notwithstanding anything to the contrary in this Agreement, and in particular, sections 5.1 to 5.5 of this Agreement, no Party to this Agreement shall have any liability to the other whatsoever:
Indemnification Insurance and Limitation of Liability. 36 9.1 Indemnification. 36 9.2 Insurance. 37 9.3 Limitation of Liability 38 ARTICLE 10 Term and Termination 38 10.1 Term 38 10.2 Termination of the Agreement for Convenience. 38 10.3 Termination For Cause. 38 10.4 Effects of Termination. 39 10.5 Tolling 40
Indemnification Insurance and Limitation of Liability. Each party hereto shall indemnify and hold harmless the other party, such other party's affiliates, and the officers, directors, employees, agents and representatives of all thereof from and against any and all claims, damages, actions, costs and expenses (including reasonable attorneys' fees) arising out of or relating to a breach by such party of any of its representations, warranties or undertakings set forth in this Agreement or arising out of or relating to such party's intentionally wrongful or grossly negligent conduct in connection with this Agreement or with such party's performance hereunder. In the event of a claim for which indemnification is to be sought hereunder, the party to be indemnified shall provide prompt written notice of such claim to the other party, shall allow the other party to control the defense of such claim and shall cooperate with the other party in conducting such defense. Each party shall at all times during the term of this Agreement maintain such insurance coverage, if any, that is commercially reasonable in light of the nature, volume and location of such party's business activities in connection with this Agreement. In no event shall either party be liable to the other or to any third party for incidental, special, punitive or consequential damages (including but not limited to lost profits) relating to this Agreement or the Service.
Indemnification Insurance and Limitation of Liability. 11.1Indemnification by Licensor. Licensor shall indemnify and hold harmless Licensee and its Affiliates and their respective directors, officers, employees and agents from and against any and all Damages, arising out of or resulting from any claim, demand, action, suit or proceeding by a Third Party (collectively, a “Third Party Claim”) to the extent arising from: (a) any breach by Licensor of any of its representations, warranties or material obligations under this Agreement; (b) any gross negligence or willful misconduct of Licensor or any of their respective employees or agents in connection with this Agreement; (c) any Development, Commercialization, storage, handing or use of the Licensed Products by Licensor, its Affiliates and/or their respective Sublicensees, distributors, agents and/or customers outside the Territory; or (d) in the event of termination of this Agreement with respect to the XXXX Product pursuant to Section 12.2 or Section 12.3, any Development, Commercialization, storage, handing or use of the XXXX Products by Licensor, its Affiliates and/or their respective Sublicensees, distributors, agents and/or customers in the Territory; provided further that Licensor shall not have any obligations under this Section 11.1 to the extent such Damages arise out of the gross negligence, recklessness, or wrongful acts or omissions of Licensee. Licensor’s indemnification obligations shall be limited to the extent covered by Licensee’s indemnification obligation under Section 11.2.
Indemnification Insurance and Limitation of Liability. 5.1 Licensee shall at all times during the Term of this Agreement and thereafter, indemnify, defend and hold OvaScience, and its respective trustees, directors, officers, employees and Affiliates, harmless against all claims, proceedings, demands and liabilities of any kind whatsoever, including legal expenses and reasonable attorneys’ fees, including any claims arising out of the death of or injury to any person or persons or out of any damage to property, resulting from the development, production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Product(s) and/or Licensed Process(es) or arising from any obligation or act of Licensee hereunder, including any breach of this Agreement by Licensee or any of its Affiliates, sublicensees or agents.
Indemnification Insurance and Limitation of Liability. During the term of this Interim Agreement: *** This portion of the agreement has been omitted pursuant to a request for confidential treatment and has been filed separately with the SEC.
Indemnification Insurance and Limitation of Liability. 15.1 By Xxxxx Xxxxx shall indemnify, defend and hold harmless TOI and its Affiliates, and its and their respective directors, officers, and employees (collectively, the “TOI Indemnitees”) from and against any and all losses, damages, penalties, fines, costs or expenses (including reasonable attorneys’ or accountants’ fees, and other reasonable expenses of litigation) (collectively, “Losses”) arising from any claim, suits, action, demand, lawsuit, arbitration, legal or administrative or regulatory proceeding, charge, complaint, investigation or judgment by a Third Party (other than a TOI Indemnitee but including any past or current employee of Kiora or a Co-Inventor) or Regulatory Authority (each, a “Third Party Claim”) against a TOI Indemnitee to the extent such Third Party Claims result from the gross negligence or wilful misconduct of Kiora or any of its Affiliates save where such Third Party Claim arises from a circumstance described in Section 15.2. 15.2 By TOI (a) TOI shall indemnify, defend and hold harmless Kiora and its Affiliates and its and their respective directors, officers, and employees (collectively, the “Kiora Indemnitees”) from and against any and all Losses arising from any Third Party Claim against a Kiora Indemnitee to the extent resulting from: (i) TOI’s breach of any representation, warranty, covenant, or obligation under this Agreement; (ii) the gross negligence or wilful misconduct of TOI or any of its Affiliates or Sublicensees, in connection with the performance by or on behalf of TOI of TOI’s obligations or exercise of TOI’s rights under this Agreement; or (iii) the Development, Manufacturing and/or Commercialization of the Licensed Product by TOI or its Affiliates or Sublicensees. save where such Third Party Claim arises from a circumstance described in Section 15.1. 15.3 [***]Procedure In the event of any Third Party Claim against any TOI Indemnitee or Kiora Indemnitee (each, an “Indemnitee”) for which indemnification is sought under this Section 15, the Indemnitee shall promptly notify the other Party (the “Indemnitor”) in writing of such Third Party Claim; provided that, failure to promptly notify the Indemnitor shall relieve the Indemnitor of any obligation to the
Indemnification Insurance and Limitation of Liability. 7.1 Indemnification by each of Client and Farmer Each of Client and Farmer will indemnify, defend and hold the other harmless from and against any and all allegations, investigations, charges, claims, demands, complaints, actions, proceedings, causes of action, fees, assessments, fines, remedies, orders, obligations, damages, debts, liabilities, expenses, or losses, whether civil, criminal, or administrative, including, without limitation, court costs and attorneys’ fees, that may be suffered by the other, arising from or concerning the employment of individuals performing the respective party’s functions under this Agreement, including, without limitation, matters relating to workers’ compensation, state and federal taxes, labor, health, welfare, occupational safety, benefits, and criminal laws.
