Common use of Warranties, indemnities and insurance Clause in Contracts

Warranties, indemnities and insurance. (1) Praxis represents and Warrants to XXXXXXXXX that, as of the Closing Date: (a) Praxis owns or has valid and enforceable licenses of the Licensed Technology free and clear of all liens, charges, security interests (b) the Anutech Licence Agreement is in full force and effect, unamended and that neither Praxis nor Anutech are in default of any of the terms and conditions contained therein; (c) to the best of Praxis's knowledge and belief, the practising of the Licensed Technology will not infringe the rights of any other person; and (d) to the best of Praxis's knowledge and belief, it is not aware of any activities or conduct of any other person that would constitute infringement of the Licensed Technology. (2) The parties shall assume and be liable for their own losses, damages and expenses of any nature whatsoever which they may suffer, sustain, pay or incur by reason of any matter or thing arising out of, or in any way related to this Agreement, except for such losses, costs, damages and expenses as are the result of the wilful breach of any term herein by the other party or the wilful or negligent acts or omissions of the other party. (3) Each party shall indemnify and hold harmless the other party, its employees and agents, from and against any and all claims, demands and costs whatsoever that may arise out of, directly or indirectly, the indemnifying party's performance of this Agreement or that of the indemnifying party's employees or agents. Such indemnifications shall survive this Agreement. (4) Praxis shall, at its own expense and without limiting its liabilities herein, maintain comprehensive or commercial general liability insurance with an insurer in an amount not less than $1,000,000.00 per occurrence (annual general aggregate, if any, not less than $2,000,000.00), insuring against bodily injury, personal injury and property damage, including loss of use thereof. Such insurance shall include blanket contractual liability. first applied for therapeutic human use (and for the term or foreseeable term of the human use) XXXXXXXXX undertakes to hold product liability insurance to the value of at least $10,000,000.00. Such policies shall name Praxis as additional insureds and shall be purchased from a reputable insurer. Certificates evidencing the coverage shall be provided to Praxis.

Warranties, indemnities and insurance. (1) Praxis represents and Warrants to XXXXXXXXX that, as of the Closing Date: (a) Praxis owns or has valid and enforceable licenses of the Licensed Technology free and clear of all liens, charges, security interestsinterests and encumbrances, licences and other restrictions; (b) the Anutech Licence Agreement is in full force and effect, unamended and that neither Praxis nor Anutech are in default of any of the terms and conditions contained therein; (c) to the best of Praxis's knowledge and belief, the practising of the Licensed Technology will not infringe the rights of any other person; and (d) to the best of Praxis's knowledge and belief, it is not aware of any activities or conduct of any other person that would constitute infringement of the Licensed Technology. (2) The parties shall assume and be liable for their own losses, damages and expenses of any nature whatsoever which they may suffer, sustain, pay or incur by reason of any matter or thing arising out of, or in any way related to this Agreement, except for such losses, costs, damages and expenses as are the result of the wilful breach of any term herein by the other party or the wilful or negligent acts or omissions of the other party. (3) Each party shall indemnify and hold harmless the other party, its employees and agents, from and against any and all claims, demands and costs whatsoever that may arise out of, directly or indirectly, the indemnifying party's performance of this Agreement or that of the indemnifying party's employees or agents. Such indemnifications shall survive this Agreement. (4) Praxis shall, at its own expense and without limiting its liabilities herein, maintain comprehensive or commercial general liability insurance with an insurer in an amount not less than $1,000,000.00 per occurrence (annual general aggregate, if any, not less than $2,000,000.00), insuring against bodily injury, personal injury and property damage, including loss of use thereof. Such insurance shall include blanket contractual liability. . (5) From the date that any Product arising out of the the Licensed Technology is first applied for therapeutic human use (and for the term or foreseeable term of the human use) XXXXXXXXX undertakes to hold product liability insurance to the value of at least $10,000,000.00. Such policies shall name Praxis as additional insureds and shall be purchased from a reputable insurer. Certificates evidencing the coverage shall be provided to Praxis.

Warranties, indemnities and insurance. (1) Praxis represents and Warrants to XXXXXXXXX that, as of the Closing Date: (a) Praxis owns or has valid and enforceable licenses of the Licensed Technology free and clear of all liens, charges, security interestsinterests and encumbrances, licences and other restrictions; (b) the Anutech Licence Agreement is in full force and effect, unamended and that neither Praxis nor Anutech are in default of any of the terms and conditions contained therein; (c) to the best of Praxis's knowledge and belief, the practising practicing of the Licensed Technology will not infringe the rights of any other person; and (d) to the best of Praxis's knowledge and belief, it is not aware of any activities or conduct of any other person that would constitute infringement of the Licensed Technology. (2) The parties shall assume and be liable for their own losses, damages and expenses of any nature whatsoever which they may suffer, sustain, pay or incur by reason of any matter or thing arising out of, or in any way related to this Agreement, except for such losses, costs, damages and expenses as are the result of the wilful breach of any term herein by the other party or the wilful or negligent acts or omissions of the other party. (3) Each party shall indemnify and hold harmless the other party, its employees and agents, from and against any and all claims, demands and costs whatsoever that may arise out of, directly or indirectly, the indemnifying party's performance of this Agreement or that of the indemnifying party's employees or agents. Such indemnifications shall survive this Agreement. (4) Praxis shall, at its own expense and without limiting its liabilities herein, maintain comprehensive or commercial general liability insurance with an insurer in an amount not less than $1,000,000.00 per occurrence (annual general aggregate, if any, not less than $2,000,000.00), insuring against bodily injury, personal injury and property damage, including loss of use thereof. Such insurance shall include blanket contractual liability. . (5) From the date that any Product arising out of the the Licenced Technology is first applied for therapeutic human use (and for the term or foreseeable term of the human use) XXXXXXXXX undertakes to hold product liability insurance to the value of at least $10,000,000.00. Such policies shall name Praxis as additional insureds and shall be purchased from a reputable insurer. Certificates evidencing the coverage shall be provided to Praxis.