Indemnification Insurance Contract Clauses (141)

Indemnification Insurance. During the term of this Agreement, the Bank will provide Executive with coverage under a directors' and officers' liability policy, at the Bank's expense, that is at least equivalent to the coverage provided to directors and senior executives of the Bank.

Indemnification Insurance. 11.1 Iroko Indemnity. Iroko shall indemnify, defend, and hold harmless iCeutica and iCeutica Inc. and each of their Affiliates, officers, directors, employees, agents, successors, and assigns (the "iCeutica Indemnitees") against any claim, demand, liability or expense (including reasonable attorneys' fees and expenses, whether incurred as the result of a third party claim or a claim to enforce this provision) incurred by or imposed upon any of the iCeutica Indemnitees in connection with any thir...d party claims, suits, or judgments arising out of any theory of liability (including tort, warranty, or strict liability suits or claims and whether or not such suit or claim has a factual basis) concerning any Licensed Product (collectively, "Claims"), except to the extent that the damages claimed were caused by iCeutica Indemnitees. 11.2 iCeutica Indemnity. iCeutica shall indemnify, defend, and hold harmless Iroko and its Affiliates, officers, directors, employees, agents, successors, and assigns (the "Iroko Indemnitees"), against any claim, demand, liability or expense (including reasonable attorneys' fees and expenses, whether incurred as the result of a third party claim or a claim to enforce this provision) incurred by or imposed upon any of the Iroko Indemnitees in connection with any third party claims, suits, or judgments arising out of any theory of liability (including tort, warranty, or strict liability suits or claims and whether or not such suit or claim has a factual basis) with respect to any breach of any representation or warranty set forth in paragraph 9. 11.3 Procedure. The iCeutica Indemnitees or the Iroko Indemnitees, as applicable, shall provide the indemnitor with prompt written notice of each Claim for which indemnification is sought. The indemnitor, at its expense, shall defend any such Claim. The Indemnitees shall cooperate fully in such defense and permit the indemnitor to conduct and control the defense and the disposition of the Claim (including all decisions relative to appeal, and settlement); provided, however, that any Indemnitee shall have the right to retain its own counsel, at the Indemnitee's expense. The indemnitor shall keep the other Party informed of the progress in the defense and disposition of any Claim and shall consult with the other Party with regard to any proposed settlement. The indemnitor shall obtain the written consent, which shall not unreasonably be withheld, of the other Party to any settlement which would adversely affect the other party. 11.4 Insurance. (a) Iroko and each Sublicensee shall maintain in full force and effect at all times from the Effective Date for the term of this Agreement and four (4) years thereafter with a reputable commercial insurance carrier, commercial general liability insurance of a type as may be necessary to protect their interests and fulfill its obligations under this Agreement, including without limitation contractual liability insurance, covering the marketing, sale, distribution, use and performance of products sold by Iroko containing the Licensed Compounds in an amount of at least Ten Million Dollars ($10,000,000) per occurrence and Twenty Million Dollars ($20,000,000) in the aggregate. (b) The insurance of subparagraph 11.4(a): (A) shall be issued by an insurer licensed to practice in Delaware and otherwise in the countries in which Iroko undertakes activities in connection with the exercise of its rights, or an insurer pre-approved by iCeutica, such approval not to be unreasonably withheld; (B) shall be endorsed to include product liability coverage; and (C) shall require thirty (30) days' written notice to iCeutica before any cancellation or material change. (c) Iroko shall, upon request, provide iCeutica with a copy of the Certificate of Insurance and the underlying policy(ies) evidencing compliance with this paragraph 11.4. 9 12. Confidential Information. 12.1 During the term of this Agreement and for three (3) years thereafter, each Receiver will: (a) use commercially reasonable efforts, but no less than the protection given to its own confidential information, to maintain in confidence all Confidential Information, including without limitation the financial terms of this Agreement; and (b) disclose Confidential Information only: (i) to the Receiver's employees, consultants and legal, financial and business advisors who reasonably need to know such information for the Receiver to perform its obligations or otherwise conduct its activities hereunder; or (ii) as required by court order, statute, governmental regulation or securities exchange rule, upon at least five (5) days prior notice to the Discloser. View More

Indemnification Insurance. Except as set forth in Section 9.2 hereof, and except to the extent caused by Tetraphase's or its Affiliates' grossly negligent, reckless or willful acts or omissions, AcelRx shall indemnify, defend and hold Tetraphase and its Affiliates and their directors, officers, employees and agents harmless from and against any liabilities, damages, costs or expenses, including reasonable attorneys' fees (collectively, "Liabilities"), which arise from any claim, lawsuit or other action by a Third Party (a...) caused by the manufacture, use or sale of AcelRx Products in the Territory during the Co-Promotion Period; (b) that are attributable to statements or representations by AcelRx, its employees, or its agents regarding the AcelRx Product; (c) that arise from AcelRx's breach of any of its representations, warranties or covenants under this Agreement; (d) that are attributable to statements or representations by Tetraphase, its employees, or its agents regarding the AcelRx Product, that are consistent with, or in accordance with, the AcelRx Product Labeling or AcelRx Promotional Materials; (e) that, in the case of any trademark infringement claim, lawsuit or other action, result solely from Tetraphase's proper use of AcelRx Trademarks in accordance with the terms of this Agreement; or (f) claiming that the manufacture, use or sale of AcelRx Products infringes the patent, copyright or other intellectual property right of such party. 9.2 Indemnification by Tetraphase. Each Party, at its own expense, shall maintain comprehensive general/product liability insurance with a minimum limit of liability per claim of US$10,000,000 and shall provide the other Party, at its request, with a certificate of such insurance naming the other Party as an additional insured. Each Party's insurance policy shall require at least thirty (30) days' notice to the other Party prior to cancellation or material change in the policy. Such notices of cancellation or material change shall be given in accordance with Section 11.7 hereof. 9.4 LIMITATION OF DAMAGES. IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST REVENUE, LOST PROFITS, OR LOST SAVINGS) HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF IT HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 9.4 SHALL NOT APPLY WITH RESPECT TO (A) ANY BREACH OF ARTICLE 10 OR (B) THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY. NOTHING IN THIS SECTION 9.4 IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF A PARTY UNDER THIS ARTICLE 9 WITH RESPECT TO ANY DAMAGES PAID BY THE OTHER PARTY TO A THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM. View More

Indemnification Insurance. As a director, you will be entitled to indemnification under the Company's Organizational Documents and an Indemnification Agreement to be entered into between the Company and you (the "Indemnification Agreement"). In addition, the Company will also carry director and officer liability insurance and you will be a covered person under any such policy maintained by the Company during the term of your service on the Board.

Indemnification Insurance. The terms of ARTICLE 11 of the 2015 License Agreement will govern each Party's indemnification and insurance obligations, respectively, with respect to this Services Agreement in relation to the Lipid Drugs and the terms of ARTICLE 11 of the 2018 License Agreement will govern each Party's indemnification and insurance obligations, respectively, with respect to this Services Agreement in relation to the TTR Drugs.

Indemnification Insurance. (a) Indemnification. The Company agrees to indemnify the Executive and his heirs, executors, and administrators to the fullest extent permitted under applicable law and regulations, including, without limitation 12 U.S.C. Section 1828(k), against any and all expenses and liabilities reasonably incurred by the Executive in connection with or arising out of any action, suit or proceeding in which the Executive may be involved by reason of having been a director or officer of the Company, or any Af...filiate, whether or not the Executive is a director or officer at the time of incurring any such expenses or liabilities. Such expenses and liabilities shall include, but shall not be limited to, judgments, court costs and attorneys' fees and the cost of reasonable settlements. The Executive shall be entitled to indemnification in respect of a settlement only if the Board of Directors of the Company has approved such settlement. Notwithstanding anything herein to the contrary, (i) indemnification for expenses shall not extend to matters for which the Executive has been terminated, and (ii) the obligations of this Section shall survive the termination of this Agreement. Nothing contained herein shall be deemed to provide indemnification prohibited by applicable law or regulation. (b) Insurance. During the Term of the Agreement, the Company shall provide the Executive (and his heirs, executors, and administrators) with coverage under a directors' and officers' liability policy at the Company's expense, at least equivalent to such coverage otherwise provided to the other directors and senior executives of the Company. View More

Indemnification Insurance. (a) To the fullest extent authorized by applicable law, the Company shall indemnify and hold harmless Employee from and against any and all claims, liabilities, judgments, fines, penalties, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) reasonably incurred by Employee in connection with any threatened or pending action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that Employee was or is a directo...r, officer, manager or employee of either Reis or LLC, whether the basis of such proceeding is alleged action or inaction in an official capacity as a director, officer, manager or employee while serving as a director, officer, manager or employee. The right to indemnification hereunder shall include the right to be paid by the Company the expenses (including reasonable attorneys' fees and expenses) incurred in defending any such proceeding in advance of its final disposition; provided, however, that such advance shall be made to Employee only upon delivery to the Company of an undertaking by Employee to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that Employee is not entitled to indemnification and to such advancement under this Section 15 or otherwise. For avoidance of doubt, the rights of Employee under this Section 15 shall survive the termination or expiration of this Agreement. (b) The Company shall pay all legal fees and related expenses (including, without limitation, the costs of experts, evidence and counsel) reasonably incurred by Employee as they become due as a result of (i) the termination of Employee's employment (including, without limitation, all such fees and expenses, if any, incurred in contesting or disputing any such termination of employment), (ii) Employee's seeking to obtain or enforce any right or benefit - - provided by this Agreement or by any other plan or arrangement maintained by the Company under which Employee is or may be entitled to receive benefits, (iii) Employee's hearing before the Chief Executive Officer of LLC as contemplated in Section 3(c) or (iv) any action taken by the Company against Employee. The Company's obligations under this paragraph shall apply without regard to the outcome of any such contest or dispute. Notwithstanding the foregoing, the Employee shall be required to reimburse the Company (without interest) for any payments made to the Employee under this Section 15(b) if (i) the contest or dispute related to a payment, act or omission that occurred prior to a Change of Control and (ii) after a final nonappealable judgment the Employee has not prevailed in any material respect with respect to such contest or dispute. (c) Reis shall continue to maintain Employee as a named beneficiary under any liability insurance policies maintained for directors and/or officers of Reis and its subsidiaries for so long as Employee shall remain an officer of either Reis or LLC. In addition, Employee shall become, and continue as, a named beneficiary under any liability insurance policies maintained by Reis or LLC after a Change of Control for persons who were directors or officers prior to a Change of Control to the extent they provide coverage for events prior to the Change of Control. The Company agrees to maintain the coverages referred to above unless, in each case, any modification in indemnification and insurance coverage applies uniformly to all officers and directors of the Reis and LLC, as the case may be. View More