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. 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. The Corporation shall indemnify, defend and hold the Purchasers 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 the Purchasers under this Section 10 shall not exceed the Purchase Amount.
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. 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. (a) AAMI will indemnify and defend LICENSEE, and its directors, officers, agents and employees (“LICENSEE Indemnified Parties”) from and against any and all loss, cost, damage or liability awarded or settled as a result of any claim or cause of action for patent or copyright infringement or misappropriation of a trade secret or other third party intellectual property right (“Infringement Claim”) asserted against any of the LICENSEE Indemnified Parties by virtue of any permitted use of the Licensed Materials. LICENSEE may participate in the defense of any Infringement Claim by counsel of its own choosing, at its sole cost and expense. The LICENSEE Indemnified Party will give AAMI prompt notice of any Infringement Claim, but any delay or failure to give prompt notice will relieve AAMI from its obligations under this Section 10 solely to the extent that AAMI’s ability to defend or the defense thereof is materially prejudiced by said delay or failure. AAMI shall have the sole right to control and direct the investigation, defense and settlement of each Infringement Claim, and the LICENSEE Indemnified Party will, at AAMI’s expense, reasonably cooperate with AAMI in connection therewith. If any Licensed Materials become, or are likely to become the subject of an Infringement Claim, AAMI shall, at AAMI’s sole option and expense:
(A) modify the Licensed Materials to be non-infringing; (B) obtain for the End Users the right to continue using the Licensed Materials, or, if such remedies are not available on a commercially reasonable basis,
(C) terminate this License Agreement and refund to LICENSEE that portion of any paid access fees allocable to the remaining term of the license for the Licensed Materials. Notwithstanding the foregoing, AAMI shall have no obligation under this Section for any claim of infringement or misappropriation based on LICENSEE’S or any End User’s improper, illegal or unauthorized use of the Licensed Materials. This Section 10 states AAMI’s entire obligation to LICENSEE and LICENSEE’s sole remedy with respect to any claim of infringement or misappropriation.
(b) LICENSEE will indemnify and defend AAMI, its affiliates, and its and their directors, officers, agents and employees (“AAMI Indemnified Parties”) from and against any and all loss, cost, damage or liability, including reasonable attorney fees and costs, as a result of any breach of this License Agreement by LICENSEE or an End User, including, but not limited to, any claim or cause o...
Indemnification Limitations on Liability. The Company shall indemnify Areté and the Officers acting as a member of the executive team (the “Indemnified Professional”) 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 other governing document, and no reduction or termination in any of the benefits provided under any such indemnities shall affect the benefits provided to the Indemnified Professional. The Indemnified Professional shall be covered as a director under the Company’s existing director and officers liability insurance policy. The Company shall give thirty (30) days’ prior written notice to Areté of cancellation, non-renewal, or material change in coverage, scope, or amount of such director and officers liability policy. As a condition of Areté accepting this engagement and prior to the effective date of this agreement, the Board shall resolve (i) to set aside the required liquidity to ensure a sufficient tail policy (“Tail Policy”) under the Company’s existing director and officers policy; the Tail Policy premium is prepaid prior to any bankruptcy or similar petition; is non-cancelable with the premium being fully earned, with a 6-year tenor for the Tail Policy, and (ii) obtain dedicated Side A
Indemnification Limitations on Liability. 5.1.1. StarTek USA, Inc. Obligations. StarTek USA, Inc. shall indemnify and hold T-Mobile USA harmless from and against any and all claims, liabilities, losses, damages (including reasonable attorneys' fees, costs and other litigation expenses), and causes of action relating to (i) a material breach of this Agreement by StarTek USA, Inc. or (ii) bodily injury, death, or personal property damage proximately caused by the negligence or willful misconduct of StarTek USA, Inc. provided, however, SERVICE PARTNER shall not be responsible for claims, liabilities, losses, damages, and causes of action to the extent caused by the acts or omissions of T-Mobile USA.
