Indemnification Insurance Limitation of Liability. (a) The Company agrees that if the Executive is made a party, or is threatened to be made a party, to any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “Proceeding”), by reason of the fact that he is or was a director, officer or employee of the Company or is or was serving at the request of the Company as a director, officer, member, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, the Executive shall be indemnified and held harmless by the Company to the fullest extent legally permitted or authorized by the Company’s certificate of incorporation, by-laws or resolutions of the Board against all cost, expense, liability and loss (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes or other liabilities or penalties and amounts paid or to be paid in settlement) reasonably incurred or suffered by the Executive in connection therewith, and such indemnification shall continue as to the Executive even if he has ceased to be a director, member, employee or agent of the Company or other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators. The Company shall advance to the Executive all costs and expenses incurred by him in connection with a Proceeding within a reasonable time after submission of reasonable documentation of such costs and expenses. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that he is not entitled by law to be indemnified against such costs and expenses; provided that the amount of such obligation to repay shall be limited to the after-tax amount of any such advance except to the extent the Executive is able to offset such taxes incurred on the advance by the tax benefit, if any, attributable to a deduction realized by him for the repayment.
Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its trustees, officers, faculty member, employees and Affiliates (“INDEMNIFIED PARTIES”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by Licensee to its sublicensees, (ii) the practice by LICENSEE or any Affiliate or sublicensee of the PATENT RIGHTS; or (iii) arising from or relating to this License Agreement. LICENSEE shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIES, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of LICENSEE to defend and indemnify as set forth herein shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
Indemnification Insurance Limitation of Liability. 8.1 Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold University, its trustees, officers, faculty members, employees and affiliates (“Indemnified Parties”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from: (i) the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Technology, (ii) the practice by Licensee or sublicensee of the Patent Rights; or (iii) arising from or relating to this License Agreement. Licensee shall provide this defense and indemnity whether or not any Indemnified Party, either jointly or severally, is named as a party defendant and whether or not any Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of Licensee to defend and indemnify as set forth herein shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement.
Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY, its trustees, officers, employees and affiliates (“INDEMNITEES”) harmless against all claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED PRODUCTS or arising from, any obligation of LICENSEE hereunder, except to the extent that such claim or liability is the result of the gross negligence or intentional misconduct of an INDEMNITEE.
Indemnification Insurance Limitation of Liability. 5.1 Sponsor shall indemnify, defend, and hold harmless Institution and its directors, officers, employees and agents, Investigator and the Study Personnel, (each the “Indemnitee” and collectively, the "Indemnitees”) from and against any and all liabilities, damages, losses, claims and expenses, including court costs and reasonable legal fees ("Losses”) resulting from or arising out of any third-party claims, actions or proceedings arising out of (i) personal injury to or death of any Clinical Trial Participant enrolled in the Clinical Trial, which injury or death is caused by (a) the Investigational Product used in accordance with the Protocol and this Agreement; or (b) the performance of any procedure required by the Protocol (that would not occur but for the participation in the Clinical Trial) or Sponsor’s written instructions;(ii) Sponsor's [include if applicable: or CRO’s] use or publication of Clinical Trial Data; or (iii) Sponsor's or Sponsor's employees’, contractors’ or agents’ acts, omissions or negligence related to the Clinical Trial or Sponsor’s obligations under this Agreement, in each case to the extent that such Losses do not arise out of any Indemnitee's: (A) failure to comply with this Agreement; or (B) negligence or willful misconduct. Notwithstanding the above, medically necessary deviations from the Protocol for reasons of Clinical Trial Participant safety shall not nullify or minimize Sponsor’s indemnification obligations, as long as such deviations are consistent with prevailing standards of medical care. The above indemnity shall apply separately to each Indemnitee in such manner and to the same extent as though a separate indemnity had been given to each.
Indemnification Insurance Limitation of Liability. 7.1 Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold University, its trustees, officers, faculty members, employees and Affiliates (“Indemnified Parties”) harmless against all third party claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other third party claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Technology or arising from or relating to this License Agreement or any obligation of Licensee hereunder (“Claims”). Licensee shall provide this defense and indemnity whether or not any Indemnified Party, either jointly or severally, is named as a party defendant in a Claim and whether or not any Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property. The obligation of Licensee to defend and indemnify as set forth herein shall not apply to the extent that such Claim is directly attributable to the gross negligence or intentional misconduct of the Indemnified Parties. This obligation of the Licensee *** = Portions of this exhibit have been omitted pursuant to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with the Commission. hereunder shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. University shall immediately notify in writing, and provide a copy to, Licensee of any complaint, summons or other written notice that University receives of any Claim that may be subject to such obligations. University shall allow Licensee the control of the defense and settlement thereof, and shall reasonably cooperate in such defense and settlement upon Licensee’s reasonable request but at Licensee’s sole cost and expense; provided, that University shall have the right to participate in any such proceeding with counsel of its choosing at its own expense. University may not settle a Claim or action covered by this Article without the prior written consent of Licensee (and any payment made by University in violation of this sentence shall be at its own cost and expense).
Indemnification Insurance Limitation of Liability. 7.1 Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold University, its trustees, officers, employees and affiliates harmless against all third party claims and expenses, including legal expenses and reasonable attorneys’ fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Technology or arising from any obligation of Licensee hereunder. Licensee’s agreement to indemnify, defend and hold University harmless is conditioned on University: (i) providing written notice to the Licensee of any third party claim arising out of the indemnified activities within forty-five (45) days after University has knowledge of such claim; (ii) permitting Licensee to assume full responsibility to investigate, prepare for and defend against any such claim; and (iii) assisting Licensee, at Licensee’s reasonable expense, in the investigation of, preparation for and defense of any claim; and (iv) not compromising or settling such claim without Licensee’s written consent, such consent not to be unreasonably withheld.
Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITY and North Shore Long Island Jewish Research Institute, their trustees, officers, employees and affiliates harmless against all claims and expenses, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement by LICENSEE of the LICENSED PRODUCTS, or arising from any obligation of LICENSEE hereunder.
Indemnification Insurance Limitation of Liability. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold UNIVERSITY, its trustees, officers, employees and affiliates, harmless against all claims and expenses, including legal expenses and reasonable attorneys' fees, arising out of the death of or injury to any person or persons or out of any damage to property or the environment, and against any other claim, proceeding, demand, expense and liability of any kind whatsoever resulting from the production, manufacture, sale, use, lease, consumption or advertisement of the LICENSED TECHNOLOGY by LICENSEE, its affiliates or sublicensees or arising from any obligation of LICENSEE hereunder, except to the extent caused by the negligence, recklessness or willful misconduct of UNIVERSITY or its personnel and agents, for which UNIVERSITY shall similarly hold harmless and indemnify LICENSEE, its officers, employees, agents or representatives.
Indemnification Insurance Limitation of Liability. The Parties acknowledge and agree that the provision of Article 7 of the License apply to the Services and accordingly Article 7 of the License is incorporated herein by reference.
