Indemnification Limitations on Liability. The Company shall indemnify the Engagement Personnel acting as officers (the “Indemnified Professionals”) to the same extent as the most favorable indemnification it extends to its officers or directors, whether under the Company’s bylaws, its certificate of incorporation, by contract or otherwise, and no reduction or termination in any of the benefits provided under any such indemnities shall affect the benefits provided to the Indemnified Professionals. The Indemnified Professionals shall be covered as officers under the Company’s existing director and officer liability insurance policy. As a condition of A&M accepting this engagement, a Certificate of Insurance evidencing such coverage shall be furnished to A&M prior to the effective date of this Agreement. The Company shall give thirty (30) days’ prior written notice to A&M of cancellation, non-renewal, or material change in coverage, scope, or amount of such director and officer liability policy. The Company shall also maintain such insurance coverage for the Indemnified Professionals for a period of not less than six years following the date of the termination of the Indemnified Professionals’ services hereunder. The provisions of this section are in the nature of contractual obligations and no change in applicable law or the Company’s charter, bylaws or other organizational documents or policies shall affect the Indemnified Professionals’ rights hereunder. The attached indemnity and limitation on liability provisions are incorporated herein and the termination of this agreement or the engagement shall not affect those provisions, which shall remain in full force and effect.
Indemnification Limitations on Liability. 8.1 Context shall indemnify and hold harmless each of BioAtla and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“BioAtla Indemnitees”) from and against any and all losses, damages, obligations, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual gross negligence, fraud or wilful misconduct of Context or its Affiliates; (ii) any material breach by Context of this Agreement; and (iii) the manufacturing, development and commercialization activities (including packaging and storage of the Program Products) relating to the Program Products conducted by or on behalf of Context, its Affiliates or their Sublicensees. Notwithstanding the foregoing, Context shall have no obligations under this Section 8.1 with respect to any Losses for which BioAtla is required to indemnify the Context Indemnitees under Section 8.2 or which are the result of any fraud or wilful misconduct of BioAtla.
8.2 BioAtla shall indemnify and hold harmless each of Context and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“Context Indemnitees”) from and against any and all Losses resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual gross negligence, fraud or wilful misconduct of BioAtla or its Affiliates; (ii) any material breach by BioAtla of this Agreement; or (iii) any activities conducted by BioAtla or its Affiliates or licensees (excluding Context but including [***]) with respect to the Licensed Antibodies or Program Products prior to the Effective Date. Notwithstanding the foregoing, BioAtla shall have no obligations under this Section 8.2 with respect to any Losses for which Context is required to indemnify the BioAtla Indemnitees under Section 8.1 or which are the result of any fraud or wilful misconduct of Context. Additionally, if Context elects to enforce [***], BioAtla shall bear all of Context’s costs and expenses in connection therewith. EXECUTION VERSION
8.3 Neither Party shall be liab...
Indemnification Limitations on Liability. The Company shall indemnify, defend and hold Purchaser harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (i) all of the representations and warranties of the Company in Section 3.1 had been true and correct pursuant to the terms of this Agreement when made and at the time of the Closing, as applicable, and (ii) all of the covenants and agreements of the Company in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Company to Purchaser under this Section 5.14 shall not exceed the amount paid by Purchaser pursuant to Section 2.2(a); and provided, further, however, that the representations and warranties set forth in Section 3.1(f) shall survive the Closing until the third anniversary of the Closing Date, whereupon they shall expire and any claim for liabilities, losses or damages arising out of or relating to a breach of the representations and warranties set forth in Section 3.1(f) must be brought prior to the third anniversary of the Closing Date.
Indemnification Limitations on Liability. (a) To the fullest extent permitted by law, a party (an "Indemnifying Party") shall indemnify the other party, and such party's officers, directors, employees, agents and controlling Persons (each, an AIndemnified Person@), on request by the Indemnified Person, and hold each of them harmless from and against all losses, costs, liabilities, damages and expenses (including reasonable costs of suit and attorney's fees, but subject to Section 1312(c)) any of them may incur as a result of (i) the Indemnifying Party's failure to perform any of its obligations hereunder; (ii) a breach of any representation or warranty of the Indemnifying Party; (iii) with respect to Enron as Indemnifying Party, a failure of Enron the Indemnifying Party to perform any obligation arising under any Executed Transaction; (iv) with respect to Sponsor as Indemnifying Party, any Participant Disputes (as such term is defined in Section 10(a)(5)) and any Claim against Enron in connection with a Proposed Transaction that is not an Executed Transaction pursuant to the terms of this Agreement, and (v) any Participant Disputes that are caused by faulty or incorrect data or information transmitted to the Indemnified Person and upon which the Indemnified Person relied; and (vi) any Participant Dispute resulting from a default by Sponsor of any provision of this Agreementfailure or malfunction of the Indemnifying Person's Platform that was not caused by a failure or malfunction of the Indemnifying Person's Platform; INCLUDING ANY MATTER ARISING OUT OF OR RESULTING FROM THE INDEMNIFIED PERSON'S OWN SIMPLE, PARTIAL, OR CONCURRENT NEGLIGENCE, except for any such loss, cost, liability, damage or expense primarily attributable to the Indemnified Person's breach of this Agreement, reckless disregard, gross negligence, willful misconduct or fraud. If an Indemnified Person becomes involved in any action, proceeding or investigation with respect to which indemnity may be available under this Section 1312, the Indemnifying Party may reimburse the Indemnified Person for its reasonable legal and other expenses (including the cost of investigation and preparation) as they are incurred; provided, that the Indemnified Person shall promptly repay to the Indemnifying Party the amount of any such expense paid if it is ultimately determined that the Indemnified Person was not entitled to indemnification hereunder. Any amounts payable in respect of indemnification hereunder shall be recoverable only from the assets...
Indemnification Limitations on Liability. The Corporation shall indemnify, defend and hold Stripes harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in Section 3 of this Agreement had been true and correct when made and at the time of the Closing and (b) all of the covenants and agreements of the Corporation in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Corporation to Stripes under this Section 10 shall not exceed the Purchase Amount.
Indemnification Limitations on Liability. The Corporation shall indemnify, defend and hold Celgene harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in this Agreement had been true and correct when made and at the time of the Closing and (b) all of the covenants and agreements of the Corporation in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Corporation to Celgene under this Section 9 shall not exceed the aggregate purchase price of the Celgene Shares.
Indemnification Limitations on Liability. (a) FUSA shall not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of Company, its affiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of Company under this Agreement. Further, Company shall indemnify, defend and hold FUSA harmless from and against all third-party claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to: (i) any actual or alleged violation or inaccuracy of any representation or warranty of Company contained in Section 8 above; (ii) any actual or alleged infringement of any trademark, copyright, trade name relating to the use by FUSA of the Company Marks as contemplated by this Agreement; and/or (iii) any negligent act or omission or willful misconduct of Company or its directors, officers, employees, agents or assigns in connection with the entry into or performance of this Agreement.
(b) Company shall not be responsible in any way for any misrepresentation, negligent act or omission or willful misconduct of FUSA, its affiliates, officers, directors, agents, or employees in connection with the entry into or performance of any obligation of FUSA under this Agreement. Further, FUSA shall indemnify, defend and hold Company harmless from and against all third-party claims, actions, suits or other proceedings, and any and all losses, judgments, damages, expenses or other costs (including reasonable counsel fees and disbursements), arising from or in any way relating to: (i) any actual or alleged violation or inaccuracy of any representation or warranty of FUSA contained in Section 8 above; (ii) any actual or alleged infringement of any trademark, copyright, trade name or other proprietary ownership interest resulting from the use by FUSA of any rights held or purported to be held by FUSA for the purpose of fulfilling its obligations pursuant to this Agreement; (iii) any act or omission of FUSA in connection with the issuance of Product(s) and/or the administration of Accounts (iv) the content of any FUSA Material that was provided to the Company by FUSA for display through any Impressions delivered on behalf of FUSA under this Agreement; and (v) any negligent act or omission or willful misconduct of FUSA or its directors, officers, employees, agents or assigns in connection wit...
Indemnification Limitations on Liability. 10.1 The Corporation shall indemnify, defend and hold the Investors harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in the Transaction Documents (each as modified by any schedule referred to therein) had been true and correct when made and at the time of any Closing, (b) all of the covenants and agreements of the Corporation in the Transaction Documents had been duly and timely complied with and performed and (c) a third party claim against such party had not been brought due to the Corporation not duly and timely complying with the advanced notice provisions of the warrants and agreements listed on Schedule 4.11; provided, however, that the aggregate liability of the Corporation to each Investor under this Section 10.1 shall not exceed the aggregate purchase price of the Series E Shares and the Warrants purchased by such Investor hereunder.
Indemnification Limitations on Liability. Each party (the “Indemnifying Party”) shall indemnify, defend and hold harmless the other party, and its directors, officers, employees, subsidiaries, representatives, agents, successors and assigns (each, an “Indemnified Party”) from any loss, liability, damage, claim, cause of action, cost, fee, penalty or expense (including, without limitation, reasonable attorneys’ fees) in connection with any third party claim, suit, action, judgment or other proceeding brought or threatened against an Indemnified Party, to the extent based on or arising from a breach by the Indemnifying Party of this Agreement or the terms on the Network or in a Project acceptance document. Notwithstanding anything in this Agreement or the terms on the Network or in a Project acceptance document to the contrary, (a) neither party shall be liable to the other for any consequential, incidental, indirect, special, punitive or exemplary damages (including without limitation lost profits, lost savings, and lost future earnings or economic advantage) suffered or incurred by such other party in connection with this Agreement, even if such party has been advised of such damages, and (b) ClearPoint’s liability to the Company in connection with this Agreement shall not exceed the net fee earned by ClearPoint from the Company during the three-month period immediately preceding the date on which the Company’s claim against ClearPoint accrued; provided however, that nothing in this clause (b) shall be deemed to limit the liability of ClearPoint under any other agreement between the Company and ClearPoint, including without limitation, the Asset Purchase Agreement reference above.
Indemnification Limitations on Liability. Action Upon Instructions. If in performing the Trustee's duties under this Agreement, the Trustee is required to decide between alternative courses of action, or the Trustee is unsure of the application of any provision of this Agreement or the Settlement Documents, then the Trustee shall be under no duty to take or refrain from taking such action as is consistent with this Agreement as the Trustee shall deem advisable. The Trustee may consult with legal counsel and shall be fully protected in respect of any action taken or suffered in accordance with the advice of legal counsel. The Trustee may at any time apply to the Bankruptcy Court for a determination as to the course of action to be taken by the Trustee, or at any time seek instructions from the Bankruptcy Court concerning the acquisition, management or disposition of the Trust Assets.
