Common use of Limitation of Indemnification Clause in Contracts

Limitation of Indemnification. LICENSOR herein shall be obligated to indemnify LICENSEE for only such Third-Party Claims that are established by a court judgment or order against LICENSEE involving and limited to the Proprietary Patent(s) or any Enhancements thereto. The obligations and liabilities of LICENSOR to indemnify LICENSEE shall be subject to the following terms and conditions: (a) LICENSOR shall indemnify and save LICENSEE harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSOR. And, LICENSOR shall indemnify and save LICENSEE harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE shall promptly notify LICENSOR, in writing of said Third-Party Claim and transmit to LICENSOR all papers served on LICENSEE in any suit involving such claim of infringement, and provided further, that LICENSEE permits LICENSOR to have entire charge and control of the defense of any such suit. (b) LICENSEE shall provide LICENSOR with all records and documents within the LICENSEE’S possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege. (c) LICENSOR’S indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR which occurs during the Term.

Limitation of Indemnification. LICENSOR ASSIGNOR herein shall be obligated to indemnify LICENSEE ASSIGNEE for only such Third-Party Claims that are established by a court judgment or order against LICENSEE ASSIGNEE involving and limited to the Proprietary Patent(s) or any Enhancements thereto. The obligations and liabilities of LICENSOR ASSIGNOR to indemnify LICENSEE ASSIGNEE shall be subject to the following terms and conditions: (a) LICENSOR ASSIGNOR shall indemnify and save LICENSEE ASSIGNEE harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSORASSIGNOR. And, LICENSOR ASSIGNOR shall indemnify and save LICENSEE ASSIGNEE harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE ASSIGNEE shall promptly notify LICENSORASSIGNOR, in writing of said Third-Party Claim and transmit to LICENSOR ASSIGNOR all papers served on LICENSEE ASSIGNEE in any suit involving such claim of infringement, and provided further, that LICENSEE ASSIGNEE permits LICENSOR ASSIGNOR to have entire charge and control of the defense of any such suit. (b) LICENSEE ASSIGNEE shall provide LICENSOR ASSIGNOR with all records and documents within the LICENSEEASSIGNEE’S possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege. (c) LICENSORASSIGNOR’S indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR ASSIGNOR which occurs during the Term.. MBS-Parallax Diagnostics, Inc Modification of Assignment Agreement September 2011

Limitation of Indemnification. LICENSOR herein shall be obligated to indemnify LICENSEE for only such Third-Party Claims that are established by a court judgment or order against LICENSEE involving and limited to the Proprietary Patent(s) or any Enhancements thereto. The obligations and liabilities of LICENSOR to indemnify LICENSEE shall be subject to the following terms and conditions: (a) LICENSOR shall indemnify and save LICENSEE harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSOR. And, LICENSOR shall indemnify and save LICENSEE harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE shall promptly notify LICENSOR, in writing of said Third-Party Claim and transmit to LICENSOR all papers served on LICENSEE in any suit involving such claim of infringement, and provided further, that LICENSEE permits LICENSOR to have entire charge and control of the defense of any such suit. (b) LICENSEE shall provide LICENSOR with all records and documents within the LICENSEE’S 'S possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege. (c) LICENSOR’S 'S indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR which occurs during the Term.

Limitation of Indemnification. LICENSOR ASSIGNOR herein shall be obligated to indemnify LICENSEE ASSIGNEE for only such Third-Party Claims that are established by a court judgment or order against LICENSEE ASSIGNEE involving and limited to the Proprietary Patent(s) or any Enhancements thereto. MBS Xxxx Xxxxx Assignment September 2010 The obligations and liabilities of LICENSOR ASSIGNOR to indemnify LICENSEE ASSIGNEE shall be subject to the following terms and conditions: (a) LICENSOR ASSIGNOR shall indemnify and save LICENSEE ASSIGNEE harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSORASSIGNOR. And, LICENSOR ASSIGNOR shall indemnify and save LICENSEE ASSIGNEE harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE ASSIGNEE shall promptly notify LICENSORASSIGNOR, in writing of said Third-Party Claim and transmit to LICENSOR ASSIGNOR all papers served on LICENSEE ASSIGNEE in any suit involving such claim of infringement, and provided further, that LICENSEE ASSIGNEE permits LICENSOR ASSIGNOR to have entire charge and control of the defense of any such suit. (b) LICENSEE ASSIGNEE shall provide LICENSOR ASSIGNOR with all records and documents within the LICENSEEASSIGNEE’S possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege. (c) LICENSORASSIGNOR’S indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR ASSIGNOR which occurs during the Term.

Limitation of Indemnification. LICENSOR ASSIGNOR herein shall be obligated to indemnify LICENSEE ASSIGNEE for only such Third-Party Claims that are established by a court judgment or order against LICENSEE ASSIGNEE involving and limited to the Proprietary Patent(s) or any Enhancements thereto. The obligations and liabilities of LICENSOR ASSIGNOR to indemnify LICENSEE ASSIGNEE shall be subject to the following terms and conditions:: MBS-Parallax Diagnostics, Inc Modification of Assignment Agreement (a) LICENSOR ASSIGNOR shall indemnify and save LICENSEE ASSIGNEE harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSORASSIGNOR. And, LICENSOR ASSIGNOR shall indemnify and save LICENSEE ASSIGNEE harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE ASSIGNEE shall promptly notify LICENSORASSIGNOR, in writing of said Third-Party Claim and transmit to LICENSOR ASSIGNOR all papers served on LICENSEE ASSIGNEE in any suit involving such claim of infringement, and provided further, that LICENSEE ASSIGNEE permits LICENSOR ASSIGNOR to have entire charge and control of the defense of any such suit. (b) LICENSEE ASSIGNEE shall provide LICENSOR ASSIGNOR with all records and documents within the LICENSEEASSIGNEE’S possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege. (c) LICENSORASSIGNOR’S indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR ASSIGNOR which occurs during the Term.

Limitation of Indemnification. LICENSOR herein shall be obligated to indemnify LICENSEE for only such Third-Party Claims that are established by a court judgment or order against LICENSEE involving and limited to the Proprietary Patent(s) or any Enhancements thereto. The obligations and liabilities of LICENSOR to indemnify LICENSEE shall be subject to the following terms and conditions:: MBS-Parallax Diagnostics License of Intellectual Property September 2011 (a) LICENSOR shall indemnify and save LICENSEE harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSOR. And, LICENSOR shall indemnify and save LICENSEE harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE shall promptly notify LICENSOR, in writing of said Third-Party Claim and transmit to LICENSOR all papers served on LICENSEE in any suit involving such claim of infringement, and provided further, that LICENSEE permits LICENSOR to have entire charge and control of the defense of any such suit. (b) LICENSEE shall provide LICENSOR with all records and documents within the LICENSEE’S possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege. (c) LICENSOR’S indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR which occurs during the Term.

Limitation of Indemnification. LICENSOR Licensor herein shall be obligated to indemnify LICENSEE Licensee for only such Third-Party Claims that are established by a court judgment or order against LICENSEE Licensee involving and limited to the Proprietary Patent(s) or any Enhancements thereto. The obligations and liabilities of LICENSOR Licensor to indemnify LICENSEE Licensee shall be subject to the following terms and conditions: (a) LICENSOR Licensor shall indemnify and save LICENSEE Licensee harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSORLicensor. And, LICENSOR Licensor shall indemnify and save LICENSEE Licensee harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE Licensee shall promptly notify LICENSORLicensor, in writing of said Third-Party Claim and transmit to LICENSOR Licensor all papers served on LICENSEE Licensee in any suit involving such claim of infringement, and provided further, that LICENSEE Licensee permits LICENSOR Licensor to have entire charge and control of the defense of any such suit. (b) LICENSEE Licensee shall provide LICENSOR Licensor with all records and documents within the LICENSEE’S Licensee's possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege. (c) LICENSOR’S Licensor's indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR Licensor which occurs during the Term.

Limitation of Indemnification. LICENSOR herein shall be obligated to indemnify LICENSEE for only such Third-Party Claims that are established by a court judgment or order against LICENSEE involving and limited to the Proprietary Patent(s) or any Enhancements thereto. The obligations and liabilities of LICENSOR to indemnify LICENSEE shall be subject to the following terms and conditions: (a) LICENSOR shall indemnify and save LICENSEE harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSOR. And, LICENSOR shall indemnify and save LICENSEE harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE shall promptly notify LICENSOR, in writing of said Third-Party Claim and transmit to LICENSOR all papers served on LICENSEE in any suit involving such claim of infringement, and provided further, that LICENSEE permits LICENSOR to have entire charge and control of the defense of any such suit. (b) LICENSEE shall provide LICENSOR with all records and documents within the LICENSEE’S possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege. (c) LICENSOR’S indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR which occurs during the Term.. MBS-Parallax Diagnostics License of Intellectual Property September 2011

Limitation of Indemnification. LICENSOR ASSIGNOR herein shall be obligated to indemnify LICENSEE ASSIGNEE for only such Third-Party Claims that are established by a court judgment or order against LICENSEE ASSIGNEE involving and limited to the Proprietary Patent(s) or any Enhancements thereto. The obligations and liabilities of LICENSOR ASSIGNOR to indemnify LICENSEE ASSIGNEE shall be subject to the following terms and conditions: (a) LICENSOR ASSIGNOR shall indemnify and save LICENSEE ASSIGNEE harmless from all liability for actual infringement of any Third-Party Patent(s) claimed by said Third-Party to be the Patent(s) used and developed by LICENSORASSIGNOR. And, LICENSOR ASSIGNOR shall indemnify and save LICENSEE ASSIGNEE harmless from and against all costs, counsel fees, expenses and liabilities incurred in or about any claim of or action for such infringement; provided however, that LICENSEE ASSIGNEE shall promptly notify LICENSORASSIGNOR, in writing of said Third-Party Claim and transmit to LICENSOR ASSIGNOR all papers served on LICENSEE ASSIGNEE in any suit involving such claim of infringement, and provided further, that LICENSEE ASSIGNEE permits LICENSOR ASSIGNOR to have entire charge and control of the defense of any such suit. (b) LICENSEE ASSIGNEE shall provide LICENSOR ASSIGNOR with all records and documents within the LICENSEEASSIGNEE’S possession, custody, or control relating to any Third-Party Claim. Nothing in this provision shall be deemed to constitute a waiver of any attorney-client, work-product or joint defense privilege. (c) LICENSORASSIGNOR’S indemnity obligation set forth in this Section shall survive the termination or expiration of this Agreement with respect to the Third-Party's Claim of rights to the Proprietary Patent(s) of LICENSOR ASSIGNOR which occurs during the Term.