Indemnification Limitation of Liability and Insurance. 8.1 The Licensee indemnifies, holds harmless and defends with counsel reasonably acceptable to Licensor, the Licensor, the Inventors, the University of Victoria’s and IDC’s Boards, officers, employees, faculty, students, agents and JHU’s present and former trustees, officers, faculty and students against any and all claims or judgments, including all associated legal fees, expenses and disbursements actually incurred, arising out of the exercise of any rights under this Agreement, including without limitation any damages, losses, consequential or otherwise, arising in any manner (including arising from or incidental to any product liability or other lawsuit, claim, demand or other action brought) at all from or out of the use or as a consequence of the practice of the Patent Rights, Technology, Licensed Products, Licensed Processes and Licensed Services licensed under this Agreement by the Licensee, an Affiliate, or its Sublicensees, customers or end-users whether or not Licensor or said Inventors, either jointly or severally, is named as a party defendant in any such lawsuit and whether or not Licensor or the Inventors are alleged to be negligent or otherwise responsible for any injuries to persons or property. The obligation of the Licensee to defend and indemnify as set out in this Article shall survive the termination of this Agreement, shall continue even after assignment of rights and responsibilities to an Affiliate or Sublicensee, and shall not be limited by any other limitation of liability elsewhere in this Agreement.
Indemnification Limitation of Liability and Insurance. 4.1 BAC shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless BioTime, ESI, and the respective successors, assigns, agents, officers, directors, shareholders and employees of BioTime and ESI (each, an “Indemnified Party”), at BAC’s sole cost and expense, against all liabilities of any kind whatsoever, 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 resulting from the development, production, manufacture, use, sale, distribution, lease, license, transfer, consumption or advertisement of any product, process, or service by BAC, any SUBSIDIARY, or by any licensee or contractor of BAC, that includes or was derived or produced from ESI LINES or using PATENT RIGHTS, or arising from any obligation, act or omission, or from a breach of any representation or warranty of BAC under this Agreement, excepting only claims of that result from the willful misconduct of, or knowing violation of law by an Indemnified Party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify BAC in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) BAC shall have control of the defense or settlement, provided that the Indemnified Party shall have the right (but not the obligation) to participate in such defense or settlement with counsel at its selection and at (x) its sole expense if BAC is conducting the defense of the claim, (y) BAC’s expense if BAC has not commenced or is not continuing the defense of the claim, or (z) BAC’s expense if the defense of BAC and the Indemnified Party by the same counsel would give rise to any conflict of interest or if the Indemnified Party has defenses that are in addition to or different than those available to BAC; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at BAC’s expense.
Indemnification Limitation of Liability and Insurance. 28 9.1. Indemnification 28 9.2. Liability for Losses in Pension Fund. 28
Indemnification Limitation of Liability and Insurance. 1. Intellectual Property Infringement Indemnification.
Indemnification Limitation of Liability and Insurance. 9.1. Indemnification. A Trustee must be indemnified out of the Pension Fund against all costs, charges and expenses actually and reasonably incurred by that person, including an amount paid to settle an action or satisfy a judgment in a civil, criminal or administrative action or proceeding to which the person is made a party because of being or having been a Trustee, and including an action brought by the Board, if:
Indemnification Limitation of Liability and Insurance. VENDOR agrees to indemnify, defend, and hold AAA Mid-Atlantic, the American Automobile Association and their officers, directors, agents, and employees, harmless against any and all loss, liability, claim, damage, or expense (including, without limitation, court costs and attorneys' fees) resulting from bodily injury, personal injury, or property damage arising out of any act or omission of VENDOR, its employees or agents, in providing goods or services to AAA or CAA Members under this Agreement. VENDOR shall, at all times during the term of this Agreement, maintain occurrence-based commercial general liability insurance, including coverage for bodily injury, personal injury, property damage, products liability and contractual liability, with a limit of no less than one million dollars ($1,000,000) per occurrence. NEITHER PARTY WILL BE LIABLE TO THE OTHER (OR TO ANY THIRD PARTY) FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST REVENUES OR PROFITS, LOSS OF GOODWILL, LOSS OF BUSINESS OR LOSS OF DATA, ARISING OUT OF THIS AGREEMENT, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. THIS LIMITATION OF LIABLILTIY WILL APPLY TO ALL CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, STRICT LIABILITY, NEGLIGENCE AND OTHER TORTS.
Indemnification Limitation of Liability and Insurance. 6.1 MUTUAL INDEMNIFICATION.
Indemnification Limitation of Liability and Insurance. 21 9.1. Indemnification 21 9.2. Liability for Losses in Pension Fund 21 9.3. Liability for Other Matters 21 9.4. Reliance on Documents, etc 22 9.5. Reliance on Advisors. 22 9.6. Further Assurances. 22 9.7. Recourse Solely Against Pension Fund 22 9.8. Acting as a Director or Trustee of Other Body 22 9.9. Financial Responsibility for the Pension Plan 22 9.10. No Liability for Trustees Appointed 23 9.11. Extended Meaning of Trustee, etc. 23 9.12. Bonding 23 9.13. Fiduciary Liability and Other Insurance 23
Indemnification Limitation of Liability and Insurance. 7.1 Indemnification by Buyer
Indemnification Limitation of Liability and Insurance. 43 6.1 Indemnification 43 6.2 Insurance Requirements 45 6.3 Limitation of Liability 45 7. CONFIDENTIALITY; PUBLICITY 46 7.1 Confidentiality 46 7.2 Authorized Disclosure and Use 46 7.3 Certain Regulatory Filings 47 7.4 Public Announcements 47 7.5 Use of Names 47
