Common use of Indemnification/Limited Liability Clause in Contracts

Indemnification/Limited Liability. a. You hereby indemnify and hold harmless, and upon Company's request, defend, Company its affiliates (and their respective directors, officers and employees) from and against any and all losses, liabilities, damages, costs or expenses (including reasonable attorneys' fees and costs) arising out of any claim, action, or proceeding brought by a third party based on: (i) a breach or alleged breach of any warranty, representation, covenant or obligation of yours under this Agreement; or (ii) any allegation that any User Content provided, uploaded, syndicated, linked to or authorized by or on behalf of you hereunder or Company's or any User's use thereof violates or infringes the rights of another party. You will reimburse Company and its affiliates on demand for any actual payments made in resolution of any liability or claim that is subject to indemnification under this Section 15, provided that Company attempts to obtain your written consent prior to making such payments, and such consent is not unreasonably withheld, delayed or conditioned. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company's request. Company shall have the right, at its expense, to participate in the defense thereof under your direction. You shall not settle any claim in any matter that adversely impacts Company without Company's prior written consent. b. EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATION IN SECTION 15(a), AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES IN SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.

Indemnification/Limited Liability. a. You hereby (a) Newco shall defend, indemnify and hold harmlessharmless AP Biotech and any officers, and upon Company's request, defend, Company its affiliates (and their respective directors, officers agents, shareholders, legal representatives, employees, successors and employeesassigns of AP Biotech (exclusive of any subdistributors not included within the defined term "AP Biotech") from and against any and all third party claims, actions, suits and judgments, and from and against any and all liabilities, losses, liabilities, damages, costs or expenses (including reasonable costs, charges, attorneys' fees and costsother expenses of whatever nature and character (collectively "Third Party Damages") arising out from or in connection with: (i) the manufacture by Newco of any claimCurrent Product or New Product, action(ii) any breach by Newco of any of its obligations under this Agreement, or proceeding brought (iii) an allegation by a third party based onthat the Current Products or New Products sold by Newco to AP Biotech in accordance with this Agreement infringe any other party's intellectual property rights (other than rights with respect to the Intellectual Property). Notwithstanding anything contained herein to the contrary, Newco shall not be required to provide indemnification with respect to any Third Party Damages to the extent that they result from the negligence, gross negligence or wilful misconduct of AP Biotech. CONFIDENTIAL INFORMATION HAS BEEN OMITTED PURSUANT TO RULE 406 UNDER THE SECURITIES ACT AND HAS BEEN FILED SEPARATELY, WITH THE COMMISSION. THE LOCATIONS OF THE OMITTED INFORMATION HAVE BEEN INDICATED WITH ASTERISKS. (b) AP Biotech shall defend, indemnify and hold harmless Newco and any officers, directors, agents, shareholders, legal representatives, employees, successors and assigns of Newco from and against any and all Third Party Damages arising from or in connection with: (i) a breach the distribution by AP Biotech of the Current Products or alleged breach the New Products pursuant to the terms of any warranty, representation, covenant or obligation of yours under this Agreement; or , (ii) any allegation that any User Content provided, uploaded, syndicated, linked to actions or authorized by or on behalf of you hereunder or Company's or any User's use thereof violates or infringes the rights of another party. You will reimburse Company and its affiliates on demand for any actual payments made in resolution inactions of any liability subdistributor appointed by AP Biotech under the terms of this Agreement in connection with any Subdistribution Agreement, or claim (iii) any breach by AP Biotech (or by any subdistributor appointed by AP Biotech under the terms of this Agreement) of any of its obligations under this Agreement. Notwithstanding anything contained herein to the contrary, AP Biotech shall not be required to provide indemnification with respect to any Third Party Damages to the extent that is subject they result from the negligence, gross negligence or wilful misconduct of Newco. (c) Except as otherwise provided in Section 12(a) or 12(b) above, neither party shall be liable to indemnification the other party (or its affiliates) under this Section 1512 with respect to any indirect, provided that Company attempts incidental, special, punitive or consequential damages, including but not limited to obtain your written consent prior lost revenue or other commercial or economic loss, arising out of or relating to making such payments, and such consent is not unreasonably withheld, delayed or conditioned. Company shall promptly notify you of any such claim, and you shall assume control of the defense of such claim upon Company's request. Company shall have the right, at its expense, to participate in the defense thereof under your direction. You shall not settle any claim in any matter that adversely impacts Company without Company's prior written consentthis Agreement. b. EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATION IN SECTION 15(a), AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES IN SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.

Indemnification/Limited Liability. a. You hereby indemnify 6.1 OTX agrees to indemnify, defend and hold harmless, harmless Greenfield and upon Company's request, defend, Company its affiliates (GoZing and their respective directors, officers officers, employees, agents and employees) affiliates from and against any and all lossesclaims, liabilitiesactions and proceedings (including but not limited to all reasonable attorney's fees and expenses, damages, judgments, settlements and costs incurred in connection therewith) that arise out of or expenses relate to any intentional or negligent act or omission of OTX in connection with OTX's performance of its obligations under this Agreement (a "Third Party Claim"). 6.2 Greenfield agrees to indemnify, defend and hold harmless OTX and its members, directors, officers, employees, agents and affiliates from and against any and all claims, actions and proceedings (including but not limited to all reasonable attorneys' attorney's fees and costsexpenses, damages, judgments, settlements and costs incurred in connection therewith) arising that arise out of or relate to any intentional or negligent act or omission of Greenfield in connection with Greenfield's performance of its obligations under this Agreement (a "Greenfield Third Party Claim"). 6.3 Any person claiming any right of indemnification under this Agreement ("Indemnified Party") as a result of a Third Party Claim or a Greenfield Third Party Claim shall promptly notify OTX or Greenfield, as applicable, pursuant to the provisions hereof (a "Claim Notice"), specifying the nature of the claim, actionand giving notice of any fact upon which the Indemnified Party intends to base a claim for indemnification hereunder, provided, however, that no delay by the Indemnified Party in providing a Claim Notice will relieve the indemnifying party from any obligation hereunder unless it is prejudiced by such delay. The party receiving the Claim Notice shall have 30 days (or, if shorter, a period to a date not less than the date when a responsive pleading or proceeding brought by a third party based on: other document is required to be filed Initial Here _______ giving effect to any available extension) (the "Notice Period") to notify the Indemnified Party (i) a breach whether or alleged breach not it disputes its liability for indemnification of any warranty, representation, covenant the Third Party Claim or obligation of yours under this Agreement; or Greenfield Third Party Claim and (ii) if liability is not disputed, whether or not it desires to defend the Indemnified Party. If the party receiving the Claim Notice elects to defend by appropriate proceedings, such proceedings shall be promptly settled or prosecuted to a final conclusion in such a manner as is reasonably calculated to avoid any allegation that any User Content providedrisk of damage to the Indemnified Party, uploaded, syndicated, linked to or authorized by or on behalf and all costs and expenses of you hereunder or Company's or any User's use thereof violates or infringes such proceedings and the rights of another party. You will reimburse Company and its affiliates on demand for any actual payments made in resolution amount of any judgment shall be paid by the party receiving the Claim Notice. 6.4 If the party receiving the Claim Notice has disputed its liability for the Third Party Claim or Greenfield Third Party Claim, as provided above, and determines it will not defend such action, the Indemnified Party shall have the right to control the defense or settlement of such action, in its discretion, and shall be reimbursed by the party receiving the Claim Notice for the costs and expenses of such defense if it shall thereafter be found that such claim that is was subject to indemnification under this Section 15by the party receiving the Claim Notice hereunder. 6.5 OTX acknowledges and understands that promotional messages related to OTX Surveys may be lost, provided that Company attempts incorrect or garbled due to obtain your written consent prior to making such payments, and such consent is not unreasonably withheld, delayed or conditioned. Company shall promptly notify you of any such claim, and you shall assume circumstances outside the control of the defense Greenfield, including, without limitation, adverse weather conditions, network failures, computer system failures, internet transmission failures, network carrier transmission failures, incorrect information or services supplied to Greenfield by third parties, or improper use of such claim upon Company's requestwireless communications devices or computers. Company OTX acknowledges and agrees that Greenfield shall have no liability whatsoever under any circumstances for such lost, incorrect or garbled promotional messages or lack of response regarding any OTX Survey offered to Greenfield Members so long as such circumstances are not the right, at its expense, result of a negligent act or omission by Greenfield. OTX acknowledges and agrees that Greenfield cannot guarantee any response from Greenfield Members to participate in the defense thereof under your direction. You any OTX Survey and Greenfield shall not settle be responsible for any claim in direct, indirect, special, incidental and consequential or similar damages or any matter that adversely impacts Company without Companylost profits of OTX. Greenfield's prior written consentsole responsibility for any error shall be to use best efforts to correct said error. b. EXCEPT PURSUANT TO YOUR INDEMNITY OBLIGATION IN SECTION 15(a), AND EXCEPT FOR A BREACH OF YOUR REPRESENTATIONS AND WARRANTIES IN SECTION 13, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, INCLUDING LOSS OF PROFITS OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE SERVICE DURING THE TERM OF MEMBERSHIP.