Indemnification of Licensor. Licensee shall defend, indemnify and save and hold harmless Licensor, and its affiliates, officers, directors, partners, members, shareholders, employees and agents from and against any and all actual, out-of-pocket liabilities, obligations, losses, damages, injunctions, suits, actions, fines, penalties, claims, demands, costs and expenses of every kind or nature, including reasonable attorneys’ fees (collectively, “Losses”) (but not against any of the same to the extent that an act or omission of Licensor or any of its affiliates, officers, directors, partners, members, shareholders, employees or agents gave rise thereto), arising directly or indirectly from or out of (i) any failure by Licensee to perform any of the terms, provisions, covenants or conditions of this License on Licensee’s part to be performed; (ii) any accident, injury or damage caused by Licensee and/or any of its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, visitors, invitees, licensees, agents or contractors, that shall happen at, in or upon the Licensed Premises; (iii) any matter or thing growing out of the condition, occupation, maintenance, alteration, repair, use or operation by Licensee and/or any of its officers, directors, partners, members, shareholders, employees, visitors, invitees, licensees, agents or contractors, of the Licensed Premises, or the operation of Licensee’s business conducted therefrom; (iv) any failure of Licensee and/or its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees or agents to comply with any applicable Laws; (v) any contamination of the Licensed Premises or the Building occasioned by the use, transportation, storage, spillage or discharge thereon, therein or therefrom of any Hazardous Materials, whether by Licensee or by its officers, directors, partners, members, shareholders (other than Licensor or any affiliate of Licensor), employees, licensees, agents or contractors; (vi) any use, generation, manufacture, storage, or release of any Hazardous Materials in or about the Licensed Premises, the Building or the land, or the groundwater thereof, or any discharge of toxic or hazardous sewage or waste materials from the Licensed Premises into any sanitary sewer system serving the Licensed Premises or the Building, whether by Licensee or its officers, directors, partners, members, shareholders (other than Licensor or any...
Indemnification of Licensor. AbbVie shall indemnify Licensor, its Affiliates and its and their respective directors, officers, employees, and agents (the “Licensor Indemnitees”) and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the Licensor Indemnitees arising from or occurring as a result of: [***].
Indemnification of Licensor. AbbVie shall indemnify Licensor, its Affiliates and their respective directors, officers, employees, and agents (the “Licensor Indemnitees”) and defend and save each of them harmless, from and against any and all losses, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims, or demands of Third Parties (collectively, “Third Party Claims”) incurred by or rendered against the Licensor Indemnitees arising from or occurring as a result of: (a) the breach by AbbVie or its Affiliates of this Agreement; (b) the negligence, reckless or willful misconduct on the part of AbbVie or its Affiliates or their respective directors, officers, employees, and agents in performing its or their obligations under this Agreement; or (c) the Exploitation of a Licensed Product by or on behalf of AbbVie (including any product liability claims), in each case, except (i) any claim of misappropriation or infringement of a Third Party’s intellectual property rights based upon AbbVie’s (or its Affiliates’ or Sublicensees’) use or practice of Licensor Know-How or Licensor Patents in accordance with the terms of this Agreement, or (ii) to the extent Licensor has an obligation to indemnify AbbVie pursuant to Section 10.2.
Indemnification of Licensor. Licensee of hereby agrees to save and hold Licensor, Xxxxx Xxxxxx and its agents harmless of and from and to indemnify them against any and all claims, suits, injuries, losses, liability, demands, damages and expenses (including, subject to sub paragraph D below, Licensor's reasonable attorneys' fees and expenses) which Licensor or Xxxxx Xxxxxx may incur or be obligated to pay, or for which either may become liable or be compelled to pay in any action, claim or proceeding against it, for or by reason of any acts, whether of omission or commission, that may be committed or suffered by Licensee or any of its servants, agents or employees in connection with Licensee's performance of this Agreement, including but not limited to those arising out of: (i) the alleged defect in any Licensed Product produced by Licensee under this Agreement; (ii) the manufacture, labeling, sale, distribution or advertisement of any Licensed Product by Licensee in violation of any national, state or local law or regulation or the breach of Article 5 hereof; (iii) any allegations of any nature and kind with regard to the advertisement, distribution and sale of Licensed Products.. The provisions of this Section and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement.
Indemnification of Licensor. LICENSEE shall indemnify and defend LICENSOR and its Affiliates and the directors, officers, employees, agents and counsel of LICENSOR and such Affiliates and the successors and assigns of any of the foregoing (the “LICENSOR Indemnitees”), and hold the LICENSOR Indemnitees harmless from and against any and all Losses resulting from any claim, suit or proceeding brought by a third party against a LICENSOR Indemnitee, arising from or occurring as a result of any breach of a representation or warranty by LICENSEE or of a material obligation of LICENSEE under this Agreement; the use, handling, storage, disposal or experimentation with Licensed Product by LICENSEE; the negligence or willful misconduct of LICENSEE in connection with the performance of its obligations under this Agreement; or the manufacture, import, use, offer for sale or sale of Licensed Product, except to the extent caused by the negligence or willful misconduct of LICENSOR. ___________________ ***** VISTAGEN THERAPEUTICS, INC. HAS REQUESTED THAT THE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY [*****], BE AFFORDED CONFIDENTIAL TREATMENT. VISTAGEN THERAPEUTICS, INC. HAS SEPARATELY FILED THE OMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION.
Indemnification of Licensor. You agree to indemnify Act Like You Matter and the Author/Copyright Owner of the Script from any claim arising out of Your violation of any of the provisions of this License agreement.
Indemnification of Licensor. Licensee hereby agrees to save and hold Licensor and its agents harmless of and from and to indemnify them against any and all claims, suits, injuries, losses, liability, demands, damages and expenses (including, subject to subparagraph D below, Licensor's reasonable attorneys' fees and expenses) which Licensor may incur or be obligated to pay, or for which either may become liable or be compelled to pay in any action, claim or proceeding against it, for or by reason of any acts, whether of omission or commission, that may be committed or suffered by Licensee or any of its servants, agents or employees in connection with Licensee's performance of this Agreement, including but not limited to those arising out of the alleged defect in any Article produced by Licensee under this Agreement, the manufacture, labeling, sale, distribution or advertisement of any Article by Licensee in violation of any national, state or local law or regulation or the breach of Article 5 hereof. The provisions of this paragraph and Licensee's obligations hereunder shall survive the expiration or termination of this Agreement.
Indemnification of Licensor. Licensee shall defend, indemnify and hold harmless Licensor and its affiliates and its and their respective employees, agents, officers and directors, from and against all damages, liabilities and expenses (including all legal costs such as attorneys' fees, court costs and settlement expenses) arising out of, connected with, or resulting in any way from (i) the breach of any representation, warranty, covenant or other provision of this Agreement by Licensee or, where applicable, its customers, or (ii) use or misuse of the Database (or any part thereof) or any information contained therein or derived therefrom by Licensee or its customers. If any such claim or proceeding arises, Licensor shall provide written notice to Licensee in a timely manner after it receives actual notice of its existence. Licensee shall have the right, at its expense, to employ counsel reasonably acceptable to Licensor to defend the claim, and to compromise, settle or otherwise dispose of the claim; provided, however, that no compromise or settlement of any claim admitting liability of or imposing duties or restrictions upon Licensor may be effected without the prior written consent of Licensor. Licensor will cooperate in any such action by making available to Licensee, at Licensee's expense, books or records reasonably necessary for the defense of the claim or proceeding. If Licensee does not avail itself of the opportunity to defend or otherwise dispose of the claim or proceeding within thirty (30) days after receipt of notice thereof (or such shorter time as may be specified in the notice if the circumstances so dictate), Licensor shall be free to investigate, defend, compromise, settle or otherwise dispose of the claim or proceeding, and incur other costs in connection therewith, for the account and at the expense of Licensee, all as Licensor deems in its best interest.
Indemnification of Licensor. Licensee shall indemnify licensor for any and all liability for personal injuries, property damage, or for loss of life or property resulting from, or in any way connected with, the condition or use of the premises covered by this license, or any means of ingress thereto or egress therefrom, except liability for personal injuries, property damages, or loss of life or property excused solely by the negligence of licensor.
Indemnification of Licensor. Licensee shall indemnify, defend and hold harmless Licensor, and its partners, members, shareholders, officers, directors, agents and employees (the "Licensor Indemnitees") from and against all third party claims made or judicial or administrative actions filed which allege that any Licensor Indemnitee is liable to the claimant (other than to the extent caused by or arising from a Licensor Indemnitee's recklessness or willful misconduct) by reason of (i) any injury to or death of any person, or damage to or loss of property, or any other thing occurring on or about the License Area or the Premises, or in any manner growing out of, resulting from or connected with the use, condition or occupancy of the License Area or the Premises, to the extent caused by or arising from the recklessness or willful misconduct of Licensee or its partners, members, shareholders, officers, directors, agents, employees, contractors, assignees, licensees, sublessees, invitees or any other Person for whose conduct Licensee is legally responsible, (ii) any breach by Licensee under this Agreement, or (iii) Licensee's use and occupancy of the License Area or use of the Premises, except to such extent that any such claim is caused by or arises from the recklessness or willful misconduct of any Licensor Indemnitee.
