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

Indemnification Limitation of Liability and Insurance. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless ACT and its affiliates, successors, assigns, agents, officers, directors, shareholders and employees (each, an “Indemnified Party”), at LICENSEE’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 production, manufacture, sale, use, lease, performance, consumption or advertisement of the LICENSED PRODUCTS, LICENSED PROCESSES or LICENSED SERVICES or arising from any obligation, act or omission, or from a breach of any representation or warranty of 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, and (c) claims alleging that the use of any of the PATENT RIGHTS or KNOW-HOW infringe upon any patent, trade secret, or moral right of any third party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify LICENSEE in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) 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 its sole expense; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at LICENSEE’s expense.

Indemnification Limitation of Liability and Insurance. 8.1 LICENSEE 6.1 AgeX shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless ACT ESI, and its affiliates, the respective successors, assigns, agents, officers, directors, shareholders and employees of ESI (each, an “Indemnified Party”), at LICENSEEAgeX’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, usedistribution, lease, performancelicense, transfer, consumption or advertisement of any Product, Process, or Service by AgeX, or by any licensee, permitted Sublicensee or contractor of AgeX, that includes or was derived or produced from the LICENSED PRODUCTSESI Cell Lines or using the ESI Patent Rights or ESI Know-How, LICENSED PROCESSES or LICENSED SERVICES or arising from any obligation, act or omission, or from a breach of any representation or warranty of LICENSEE hereunderAgeX under this Agreement, excepting only claims of 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, and (c) claims alleging that the use of any of the PATENT RIGHTS or KNOW-HOW infringe upon any patent, trade secretof, or moral right knowing violation of any third partylaw by an Indemnified Party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify LICENSEE AgeX in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) LICENSEE 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 expenseexpense if AgeX is conducting the defense of the claim, (y) AgeX’s expense if AgeX has not commenced or is not continuing the defense of the claim, or (z) AgeX’s expense if the defense of 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 AgeX; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at LICENSEEAgeX’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. 8.1 LICENSEE 7.1 ES shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless ACT and its affiliates, successors, assigns, agents, officers, directors, shareholders and employees (each, an “Indemnified Party”), at LICENSEEES’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 production, manufacture, sale, use, lease, performance, consumption or advertisement of the LICENSED PRODUCTS, LICENSED PROCESSES PRODUCTS or LICENSED SERVICES or arising from any obligation, act or omission, or from a breach of any representation or warranty of LICENSEE 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, and (c) claims alleging that the use of any of the PATENT RIGHTS or KNOW-HOW infringe upon any patent, trade secret, or moral right of any third party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify LICENSEE ES in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) LICENSEE 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 its sole expense; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at LICENSEEES’s expense.

Indemnification Limitation of Liability and Insurance. 8.1 LICENSEE 4.1 Asterias shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless ACT BioTime, ESI, and its affiliates, the respective successors, assigns, agents, officers, directors, shareholders and employees of BioTime and ESI (each, an “Indemnified Party”), at LICENSEE’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, usedistribution, lease, performancelicense, transfer, consumption or advertisement of the LICENSED PRODUCTSany product, LICENSED PROCESSES process, or LICENSED SERVICES service by Asterias, any SUBSIDIARY, or by any licensee or contractor of Asterias, 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 LICENSEE hereunderAsterias under this Agreement, excepting only claims of 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, and (c) claims alleging that the use of any of the PATENT RIGHTS or KNOW-HOW infringe upon any patent, trade secretof, or moral right knowing violation of any third partylaw by an Indemnified Party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify LICENSEE Asterias in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) LICENSEE 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 expenseexpense if Asterias is conducting the defense of the claim, (y) Asterias’ expense if Asterias has not commenced or is not continuing the defense of the claim, or (z) Asterias’ expense if the defense of 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 Asterias; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at LICENSEE’s Asterias’ expense.

Indemnification Limitation of Liability and Insurance. 8.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless ACT and its affiliates, successors, assigns, agents, officers, directors, shareholders and employees (each, an “Indemnified Party”), at LICENSEE’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 production, manufacture, sale, use, lease, performance, consumption or advertisement of the LICENSED PRODUCTS, LICENSED PROCESSES or LICENSED SERVICES or arising from any obligation, act or omission, or from a breach of any representation or warranty of 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, and (c) claims alleging that the use of any of the PATENT RIGHTS RIGHTS, SUPPLEMENTAL PATENT RIGHTS, KNOW-HOW, or SUPPLEMENTAL KNOW-HOW infringe upon any patent, trade secret, or moral right of any third party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify LICENSEE in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) 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 its sole expense; and (iii) the Indemnified Party shall reasonably cooperate with the defense, at LICENSEE’s expense.

Indemnification Limitation of Liability and Insurance. 8.1 LICENSEE 4.1 BAC shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless ACT BioTime, ESI, and its affiliates, the respective successors, assigns, agents, officers, directors, shareholders and employees of BioTime and ESI (each, an “Indemnified Party”), at LICENSEEBAC’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, usedistribution, lease, performancelicense, transfer, consumption or advertisement of the LICENSED PRODUCTSany product, LICENSED PROCESSES process, or LICENSED SERVICES 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 LICENSEE hereunderBAC under this Agreement, excepting only claims of 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, and (c) claims alleging that the use of any of the PATENT RIGHTS or KNOW-HOW infringe upon any patent, trade secretof, or moral right knowing violation of any third partylaw by an Indemnified Party. The indemnification obligations set forth herein are subject to the following conditions: (i) the Indemnified Party shall notify LICENSEE BAC in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) LICENSEE 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 expenseexpense 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 LICENSEEBAC’s expense.

Indemnification Limitation of Liability and Insurance. 8.1 9.1 LICENSEE shall at all times during the term of this Agreement and thereafter, indemnify, defend and hold harmless ACT and its affiliatesthe University and their trustees, successors, assigns, agentsdirectors, officers, directors, shareholders employees and employees Affiliated Companies (each, individually an “Indemnified Partyindemnified party” or collectively the “indemnified parties”), at LICENSEE’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 productiondevelopment, manufacture, sale, use, lease, performance, consumption or advertisement of the LICENSED PRODUCTS, LICENSED PROCESSES or LICENSED SERVICES PRODUCT(s) or arising from any obligation, act or omission, or from a breach of any representation or warranty of LICENSEE hereunder, excepting only claims that result the use of the PATENT RIGHTS infringe third party intellectual property, claims to the extent resulting from (a) the willful misconduct or gross negligence of ACT, (b) any material breach by ACT of its representations and warranties under this Agreement, and (c) or claims alleging that to the use extent resulting from the negligence or willful misconduct of any of the PATENT RIGHTS ACT or KNOW-HOW infringe upon any patentits trustees, trade secretdirectors, officers or moral right of any third 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 LICENSEE the indemnifying party in writing promptly upon learning of any claim or suit for which indemnification is sought; (ii) LICENSEE 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 its sole expense; and (iii) the Indemnified Party indemnified party shall reasonably cooperate with the defense, at LICENSEEthe indemnifying party’s expense.