Liability for Breach and Indemnification. 8.1 Any breach by a Party hereto of its representations, warranties, covenants, or any false representations, non-performance of any rights and obligations hereunder shall constitute a breach, and upon request of the non-breaching party, the breaching party shall continue to perform its obligations, take remedy measures, or make any indemnification that shall be comprehensive, timely, adequate, and effective.
8.2 In case any non-performance, delay in performance, or unduly performance of any obligations hereunder by any Party results in any failure to achieve the purposes of this Agreement, the non-breaching party shall have the right to dissolve this Agreement, and the breaching party shall indemnify any other parties of the losses on a full indemnity basis, provided that, the aggregate amount of damages to be made by the breaching party to other Parties shall in no event exceed the Purchase Price. Such maximum amount of Damages shall not in any way conflict with, and shall be subject to, the terms in relation to the termination fee set forth in Section 7.5. Where any Party is liable for payment of both Damages and the termination fee, such party shall make payment of both Damages and the termination fee, and shall not seek defenses or refuse to perform such obligation by the excuse of the maximum amount of Damages.
8.3 Subject to Section 7.5, none of the Parties shall be liable for any breach in case the Proposed Transaction does not come into effect or consummate with no fault of the Parties hereto.
Liability for Breach and Indemnification. 18.1 Tasgen shall indemnify and hold Genexine harmless against all losses, liabilities, costs, claims, actions, damages, expenses or demands, which Genexine may incur, or which may be made against Genexine as a result of or in relation to any breach by Tasgen of its obligations under this Agreement or arising out of any improper use of the Licensed Intellectual Properties by Tasgen.
18.2 Genexine shall indemnify and hold Tasgen harmless against all losses, liabilities, costs, claims, actions, damages, expenses or demands, which Tasgen may incur, or which may be made against Tasgen as a result of or in relation to any breach by Genexine of its obligations under this Agreement, including but not limited to any breach of Genexine’s representations, warranties and covenants made in Article 14.1. Notwithstanding the above, the total and aggregate liability of Genexine under this Agreement shall not exceed an amount equal to the sum of (i) the upfront payment received by Genexine pursuant to Articles 3.1 and 3.2, (ii) any payments of any corresponding product actually received by Genexine pursuant to Article 3.3 and 3.4, and (iii) any other payments received by Genexine pursuant to this Agreement.
Liability for Breach and Indemnification. 8.1 If Party B materially violates any content under this Agreement, Party A has the right to terminate this Agreement and/or require Party B to pay damages; this Clause 8.1 shall not prejudice any other rights of Party A under this Agreement.
8.2 Unless otherwise provided by Malaysian laws, Party B has no right to dissolve or terminate this Agreement under any circumstances.
8.3 Party B shall indemnify and hold Party A harmless from any losses, damages, liabilities or costs incurred by Party A from any litigations, claims or other demands against Party A resulting from or arising out of any consultation or service provided by Party A at the request of Party B, unless such losses, damages, liabilities or costs are caused by Party A’s intentional misconduct.
Liability for Breach and Indemnification. 5.1. Each Party shall strictly abide by the provisions of this Agreement. Each of the following events shall constitute an event of default:
(a) If any Party to this Agreement fails to perform or fails to duly and fully perform its material obligations or undertakings set forth in this Agreement;
(b) If any representation or warranty made by any Party in this Agreement is or becomes untrue, inaccurate or incomplete in any material aspect.
5.2. Any Party in breach of this Agreement (the “Breaching Party”) shall indemnify the other Parties (the “Non-Breaching Party”) and their respective successors, affiliates, directors, employees, agents and representatives (together with the Non-Breaching Party, the “Indemnified Party”) against all losses actually suffered by them as a result of the breach or foreseeable at the time of the execution of this Agreement. The Breaching Party shall indemnify and hold harmless the Indemnified Party from and against all losses actually suffered by them as a result of the breach. If the Breaching Party breaches the provisions of this Agreement, in addition to other rights under this Agreement, the Non-Breaching Party shall have the right to request the Breaching Party to perform its obligations or exercise its other rights at laws.
Liability for Breach and Indemnification. 4.1 Any breach or failure of any Party to perform its representations, warranties, covenants, obligations or responsibilities under this Agreement shall constitute a breach of this Agreement.
4.2 Except as specifically provided in this Agreement, if any Party breaches this Agreement, which causes any cost, liability or loss to the other Parties, the breaching Party shall indemnify the non-breaching Party for any such costs, liabilities or losses (including but not limited to any interest paid or lost as a result of such breach and attorneys’ fee). The total amount of the damages paid by the breaching Party to the non-breaching Party shall be the total losses incurred as a result of such breach.
Liability for Breach and Indemnification. 6.1 If Party B or Party C conducts any material breach of any term of this Agreement, Party A shall have the right to terminate this Agreement and require Party B or Party C to indemnify all damages; this Section 6.1 shall not prejudice any other rights of Party A herein.
6.2 Unless otherwise required by the applicable laws, Party B or Party C shall not have any right to terminate this Agreement under any circumstance.
Liability for Breach and Indemnification. 8.1 General liability for breach of contract If any Covenantor violates any warranty, covenant, agreement or any other provision under this Agreement, or any representation/warranty made by any Party under this Agreement is untrue, inaccurate, incomplete or misleading, which causes the Buyer to incur any expense, liability or any loss (including but not limited to the actual loss incurred by the Buyer, or its compensation and indemnification to any third party (including its Affiliates, directors and employees), as well as any loss of profits or payments or interests expected to be obtained, attorney's fees, the reduction of the Company's value and all due benefits deprived, collectively referred to as "Indemnified Losses"), the Breaching Party or the Party making the misrepresentation shall indemnify the other Parties for all Indemnified Losses.
Liability for Breach and Indemnification. 10.1 The Sellers shall be jointly and severally liable for any loss or damage suffered by the Buyer on account of a breach of the terms of this agreement by one or both of the Sellers. But when the Seller breaches the article 6.1 (1), 6.1 (5)-6.1 (10), 6.1 (13) and 6.1 (15) hereof, if the event as mentioned in the foregoing articles occurred between the establishment date of Aimhigh and December 31, 2005, the Seller II shall be responsible for all the compensation, if such event occurred after January 1, 2006, the Seller I shall be responsible for all the compensation.
10.2 In the event that one or both of the Sellers defaults or commits the following conduct, the Buyer shall be compensated or indemnified for no less than 100% of the Equity Purchase Price:
(1) As of the execution date of this agreement, (a) the Seller I delays in performing or violating Article 6.1
Liability for Breach and Indemnification. 18.1 I- Mab shall indemnify and hold Genexine harmless against all losses, liabilities, costs, claims, actions, damages, expenses or demands, which Genexine may incur, or which may be made against Genexine as a result of or in relation to any breach by I-Mab of its obligations under this Agreement or arising out of any improper use of the Licensed Intellectual Properties by I-Mab.
Liability for Breach and Indemnification. 18.1 I-Mab shall indemnify and hold Genexine harmless against all losses, liabilities, costs, claims, actions, damages, expenses or demands, which Genexine may incur, or which may be made against Genexine as a result of or in relation to any breach by I-Mab of its obligations under this Agreement or arising out of any improper use of the Licensed Intellectual Properties by I-Mab.
18.2 Genexine shall indemnify and hold I-Mab harmless against all losses, liabilities, costs, claims, actions, damages, expenses or demands, which I-Mab may incur, or which may be made against I-Mab as a result of or in relation to any breach by Genexine of its obligations under this Agreement, including but not limited to any breach of Genexine’s representations, warranties and covenants made in Article 13.1. Notwithstanding the above, the total and aggregate liability of Genexine under this Agreement shall not exceed an amount equal to the sum of (i) the payment received by Genexine pursuant to Articles 3.1, (ii) any milestone payments of any corresponding product actually received by Genexine pursuant to Article 3.2 and 3.3 and (iii) any other payments received by Genexine pursuant to this Agreement.
