Common use of Indemnification Insurance Limitation of Liability Clause in Contracts

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 *** 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. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement.

Appears in 5 contracts

Samples: Exclusive License Agreement, Exclusive License Agreement (Exagen Inc.), Exclusive License Agreement (Exagen Diagnostics Inc)

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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. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement.

Appears in 5 contracts

Samples: Exclusive License Agreement (Exagen Inc.), Exclusive License Agreement (Exagen Diagnostics Inc), Exclusive License Agreement (Exagen Diagnostics Inc)

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 *** 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. Information Omitted survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement.

Appears in 1 contract

Samples: Exclusive License Agreement (Exagen Inc.)

Indemnification Insurance Limitation of Liability. 8.1 LICENSEE Benitec shall at all times during the term of this Agreement and thereafter indemnify, defend and hold UNIVERSITYthe University and NantWorks, its and each of their trustees, officers, faculty membermembers, employees and Affiliates affiliates (“INDEMNIFIED PARTIESIndemnified 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 sublicenseesLicensed Confidential material omitted and filed separately with the Commission. Technology, (ii) the practice by LICENSEE Benitec or any Affiliate or sub-sublicensee of the PATENT RIGHTSIntellectual Property Rights and Know-How; or (iii) arising from or relating to this License Agreement. LICENSEE Benitec shall provide this defense and indemnity whether or not any INDEMNIFIED PARTIESIndemnified Party, either jointly or severally, is named as a party defendant and whether or not any INDEMNIFIED PARTIES Indemnified Party is alleged to be negligent or otherwise responsible for any injuries to person or property; provided, however, that such indemnification obligation shall not apply in the case of fraud, gross negligence or willful misconduct by any Indemnified Party. The obligation of LICENSEE Benitec to defend and indemnify as set forth herein shall *** 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. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement.

Appears in 1 contract

Samples: Exclusive Sublicense Agreement (Benitec Biopharma LTD/ADR)

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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 *** 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. survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement.. *** Certain Confidential Information Omitted

Appears in 1 contract

Samples: Exclusive License Agreement (Exagen Inc.)

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