Cypress Indemnitees definition
Examples of Cypress Indemnitees in a sentence
Claims for Set-off Funds made by the Cypress Indemnitees relating to any alleged breach of any of the representations and warranties in Section 3.5 (Intellectual Property) of this Agreement may be made until the earlier of the payment of the Milestone Consideration or the Holdback Payment Date.
Except as set forth on a correspondingly numbered section of the Cellatope Disclosure Schedule, Cellatope represents and warrants, as of the date hereof, to and for the benefit of the Cypress Indemnitees, as set forth below.
If the total amount of such Damages exceeds the Threshold, then the Cypress Indemnitees shall be entitled to be indemnified against and compensated and reimbursed for the full amount of such Damages, including the amount of the Threshold.
Except for the provisions of Section 10 with respect to the Cypress Indemnitees and Cellatope Indemnitees, none of the provisions of this Agreement is intended to provide any rights or remedies to any Person other than the parties hereto.
In addition to the foregoing, in the case of fraud or intentional misrepresentation, the Cypress Indemnitees shall be entitled to bring suit for and recover Damages without any limitation against Cellatope and against any other Person who committed or participated in such fraud or intentional misrepresentation.
BioLineRx’s obligation to Indemnify the Cypress Indemnitees pursuant to this Section 5.5 shall not apply to the extent that (i) the Cypress Indemnitees fail to comply with the indemnification procedures set forth in Section 5.6 and BioLineRx’s defense of the relevant Losses is materially prejudiced by such failure, or (ii) any Losses arise from, are based on, or result from the negligence or willful misconduct of any Cypress Indemnitee.
Following the Closing, Enertopia shall indemnify and defend each of Cypress and its Affiliates and their respective Representatives (collectively, the "Cypress Indemnitees") against, and shall hold each of them harmless from and against, and shall pay and reimburse each of them for, any and all Losses incurred or sustained by, or imposed upon, the Cypress Indemnitees based upon, arising out of, with respect to or by reason of: i.
Notwithstanding the foregoing, nothing in this Agreement shall limit or restrict any of the ▇▇▇▇▇▇ ▇▇▇▇▇ Indemitees' or Cypress Indemnitees' right to maintain or recover any amounts in connection with any action or claim based upon fraud.