Common use of Indemnification Limitation of Liability and Insurance Clause in Contracts

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. 4.1 BAC 9.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless BioTime, ESI, ACT and the respective successorsUniversity and their trustees, assigns, agentsdirectors, officers, directors, shareholders employees and employees of BioTime and ESI Affiliated Companies (each, individually an “Indemnified Partyindemnified party” or collectively the “indemnified parties”), at BAC’s sole cost and expense, ) against all third party 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, transferuse, 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, the LICENSED PRODUCT(s) or arising from any obligation, act or omission, or from a breach of any representation or warranty of BAC under this AgreementLICENSEE hereunder, excepting only claims that the use of that result the PATENT RIGHTS infringe third party intellectual property, claims to the extent resulting from any breach by ACT of this Agreement, or claims to the extent resulting from the negligence or willful misconduct ofof ACT or its trustees, directors, officers or knowing violation of law by an Indemnified Partyemployees. The Any indemnification obligations set forth herein are in this Agreement shall be subject to the following conditions: (i) the Indemnified Party indemnified party shall notify BAC the indemnifying party in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) BAC the indemnifying party shall have control of the defense or settlement, provided that the Indemnified Party 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 BACexpense; and (iii) the Indemnified Party indemnified party shall reasonably cooperate with the defense, at BACthe indemnifying party’s expense.

Indemnification Limitation of Liability and Insurance. 4.1 BAC 6.1 AgeX 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 BACAgeX’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 productProduct, processProcess, or service Service by BAC, any SUBSIDIARYAgeX, or by any licensee licensee, permitted Sublicensee or contractor of BACAgeX, that includes or was derived or produced from the ESI LINES Cell Lines or using PATENT RIGHTSthe ESI Patent Rights or ESI Know-How, or arising from any obligation, act or omission, or from a breach of any representation or warranty of BAC AgeX 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 AgeX in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) BAC AgeX 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 AgeX is conducting the defense of the claim, (y) BACAgeX’s expense if BAC AgeX has not commenced or is not continuing the defense of the claim, or (z) BACAgeX’s expense if the defense of BAC AgeX 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 BACAgeX; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at BACAgeX’s expense. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY “[***],” HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Indemnification Limitation of Liability and Insurance. 4.1 BAC 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless BioTimeACT and its affiliates, ESI, and the respective successors, assigns, agents, officers, directors, shareholders and employees of BioTime and ESI (each, an “Indemnified Party”), at BACLICENSEE’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, distributionuse, lease, license, transferperformance, consumption or advertisement of any productthe LICENSED PRODUCTS, process, LICENSED PROCESSES 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, LICENSED SERVICES or arising from any obligation, act or omission, or from a breach of any representation or warranty of BAC LICENSEE hereunder, excepting only claims that result from (a) the willful misconduct or gross negligence of ACT, (b) any material breach by ACT of its representations and warranties under this Agreement, excepting only and (c) claims alleging that the use of that result from any of the willful misconduct ofPATENT RIGHTS, SUPPLEMENTAL PATENT RIGHTS, KNOW-HOW, or knowing violation SUPPLEMENTAL KNOW-HOW infringe upon any patent, trade secret, or moral right of law by an Indemnified Partyany third party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify BAC LICENSEE in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) BAC LICENSEE 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 BACexpense; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at BACLICENSEE’s expense.

Indemnification Limitation of Liability and Insurance. 4.1 BAC 7.1 ES shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless BioTimeACT and its affiliates, ESI, and the respective successors, assigns, agents, officers, directors, shareholders and employees of BioTime and ESI (each, an “Indemnified Party”), at BACES’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, distributionuse, lease, license, transferperformance, consumption or advertisement of any product, process, the LICENSED PRODUCTS 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, LICENSED SERVICES or arising from any obligation, act or omission, or from a breach of any representation or warranty of BAC ES hereunder, excepting only claims that result from (a) the willful misconduct or gross negligence of ACT, (b) any material breach by ACT of its representations and warranties under this Agreement, excepting only and (c) claims alleging that the use of that result from any of the willful misconduct ofPATENT RIGHTS infringe upon any patent, trade secret, or knowing violation moral right of law by an Indemnified Partyany third party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify BAC ES in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) BAC ES 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 BACexpense; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at BACES’s expense.

Indemnification Limitation of Liability and Insurance. 4.1 BAC 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless BioTimeACT and its affiliates, ESI, and the respective successors, assigns, agents, officers, directors, shareholders and employees of BioTime and ESI (each, an “Indemnified Party”), at BACLICENSEE’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, distributionuse, lease, license, transferperformance, consumption or advertisement of any productthe LICENSED PRODUCTS, process, LICENSED PROCESSES 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, LICENSED SERVICES or arising from any obligation, act or omission, or from a breach of any representation or warranty of BAC LICENSEE hereunder, excepting only claims that result from (a) the willful misconduct or gross negligence of ACT, (b) any material breach by ACT of its representations and warranties under this Agreement, excepting only and (c) claims alleging that the use of that result from any of the willful misconduct ofPATENT RIGHTS or KNOW-HOW infringe upon any patent, trade secret, or knowing violation moral right of law by an Indemnified Partyany third party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify BAC LICENSEE in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) BAC LICENSEE 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 BACexpense; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at BACLICENSEE’s expense.

Indemnification Limitation of Liability and Insurance. 4.1 BAC Asterias 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 Asterias’ 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 BACAsterias, any SUBSIDIARY, or by any licensee or contractor of BACAsterias, 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 Asterias 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 Asterias in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) BAC Asterias 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 Asterias is conducting the defense of the claim, (y) BAC’s Asterias’ expense if BAC Asterias has not commenced or is not continuing the defense of the claim, or (z) BAC’s Asterias’ expense if the defense of BAC Asterias 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 BACAsterias; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at BAC’s Asterias’ expense.