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, employees and Affiliates (“Indemnified Parties”) harmless against all third party claims, proceedings, demands, 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: (a) the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Product, (bi) the practice by Licensee or any Affiliate or sublicensee of the Patent Rights; or (c) arising from any obligation of Licensee hereunder (“Claim(s)”). 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 hereunder shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. *** = 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. 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. 8.1 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, proceedings, demands, 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: (a) from the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed Product, (bi) the practice by Licensee Technology or any Affiliate or sublicensee of the Patent Rights; or (c) arising from or relating to this License Agreement or any obligation of Licensee hereunder (“Claim(s)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 hereunder shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. *** = 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. 8.1 Licensee shall at all times during the term of this Agreement and thereafter indemnify, defend and hold Kentucky and University, its trustees, officers, employees and Affiliates (“University Indemnified Parties”) harmless against all third party claims, proceedings, demands, claims and expenses, including legal expenses and reasonable attorneys’ feesfees (“Claims”), 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: (ai) the production, manufacture, sale, use, lease, consumption or advertisement of the Licensed ProductTechnology, (biii) the practice by Licensee or any Affiliate or sublicensee of the Patent Rights; or (ciii) arising from any obligation of Licensee hereunder (“Claim(s)”)hereunder. Licensee shall provide this defense and indemnity whether or not any University Indemnified Party, either jointly or severally, is named as a party defendant in a Claim and whether or not any University 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 hereunder shall survive termination of this Agreement and shall not be limited by any other limitation of liability elsewhere in this Agreement. *** = Portions of this exhibit have been omitted pursuant Licensee shall not, however, be required to a request for confidential treatment. An unredacted version of this exhibit has been filed separately with indemnify the Commission. University shall immediately notify in writing, and provide a copy to, Licensee of Indemnified Parties from 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 Claims arising out of the defense and settlement thereofgross negligence, and shall reasonably cooperate in such defense and settlement upon Licensee’s reasonable request but at Licensee’s sole cost and expense; provided, that recklessness or willful misconduct of the 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)Indemnified Parties.