Indemnification Contract Clauses (12,390)

Indemnification. The Licensee will, and will require its Sublicensees to, indemnify, hold harmless and defend The Regents, the sponsors of the research that led to the Invention and any invention claimed in patents or patent applications under Patent Rights (including the Licensed Products, Licensed Services and Licensed Methods contemplated thereunder) and their employers, and the officers, employees and agents of any of the foregoing, against any and all third party claims, suits, losses, damage, costs, fees a...nd expenses to the extent resulting from, or arising out of, [***]. This indemnification will include, but not be limited to, [***]. Notwithstanding anything to the contrary set forth in this Agreement, Licensee and Sublicensee's obligation to indemnify shall not apply to the extent any such third party claims result from, or arise out of, [***]. If The Regents believes that there will be a conflict of interest or it will not otherwise be adequately represented by counsel chosen by the Licensee to defend The Regents in accordance with this Paragraph 22.1, then The Regents may retain counsel of its choice to represent it and the Licensee will pay all expenses for such representation. 22.2 Insurance. The Licensee, at its sole cost and expense, will insure its activities in connection with any work performed hereunder and will obtain, keep in force, and maintain the following insurance: 22.2.1 Commencing on or prior to the Effective Date, Commercial Form General Liability Insurance (contractual liability included) with limits as follows: Each Occurrence $ [ ***] Personal and Advertising Injury $ [ ***] General Aggregate (commercial form only) $ [ ***] Commencing when a Licensed Product or Licensed Service is being available to a subject in the conduct of clinical trials or Sold, Commercial Form General Liability Insurance (contractual liability included) with limits as follows: Each Occurrence $ [ ***] Personal and Advertising Injury $ [ ***] General Aggregate (commercial form only) $ [ ***] In addition, while the Licensee will not be required to have Products Liability coverage upon executing this Agreement, the Licensee agrees to have in place before human clinical studies begin Products Liability coverage sufficient to cover its indemnification obligations hereunder. If the above insurance is written on a claims-made form, it shall continue for [***] years following termination or expiration of this Agreement. 22.2.2 Worker's Compensation as legally required in the jurisdiction in which the Licensee is doing business. The coverage and limits above will not in any way limit the Licensee's liability under this Article 22 (Indemnification.) 22.3 Certificates. Promptly following the date when the insurance obligations under Section 22.2 apply, the Licensee will furnish The Regents with certificates of insurance evidencing compliance with all requirements. Such certificates will: [***]. 22.4 Notification. The Regents will promptly notify the Licensee in writing of any claim or suit brought against The Regents for which The Regents intends to invoke the provisions of this Article 22 (Indemnification). The Licensee will keep The Regents informed of its defense of any claims pursuant to this Article 22 (Indemnification). In the case of Licensee: [***] In the case of The Regents: For notices: [***] For remittance of payments: [***] 24. ASSIGNABILITY 24.1 The Licensee may assign or transfer this Agreement, without The Regents' prior written consent, only to any Affiliate of Licensee or in the case of assignment or transfer to a party that succeeds to all or substantially all of Licensee's business or assets relating to this Agreement, whether by Sale, merger, operation of law or otherwise, provided that (a) such assignee or transferee promptly agrees to be bound by the terms and conditions of this Agreement in writing, and (b) Licensee gives The Regents prompt written notice of assignment. Any attempted assignment by Licensee other than in accordance with this Paragraph 24.1 will be null and void. This Agreement is binding upon and will inure to the benefit of The Regents, its successors and assigns. ); acts of God; biological or nuclear incidents; casualties; earthquakes; fires; floods; governmental acts; orders or restrictions; inability to obtain suitable and sufficient labor, transportation, fuel or materials; local, national or state emergency; power failure or power outages; acts of terrorism; strike; and war. View More

Indemnification. 11.1 Licensee agrees to indemnify, defend, reimburse and hold harmless WU, WU personnel, WU's Affiliates, and each of their respective trustees, faculty, staff, employees, students, directors, officers, agents, successors and assigns (altogether the "WU Indemnitees") from, for and against any and all judgments, settlements, losses, expenses, damages and/or liabilities and any and all court costs, attorneys' fees, and expert witness fees and expenses ("Losses") that a WU Indemnitee may incur from... any and all allegations, claims, suits, actions or proceedings (the "Claims") arising out of, relating to, or incidental to [***], but excluding Losses to the extent [***]. The obligations set forth in this Section 11.1 shall survive termination of this Agreement, shall continue even after assignment of rights and responsibilities, and shall not be limited by any provision of this Agreement outside this Article 11. 11.2 A WU Indemnitee seeking indemnification under this Agreement shall: (a) give Licensee prompt written notice of the Claim; (b) cooperate with the Licensee, at Licensee's expense, in connection with the defense and settlement of the Claim; and (c) permit Licensee to control the defense, settlement or compromise of such Claim, including the right to select defense counsel. In no event shall Licensee compromise or settle any Claim in a manner which admits fault or negligence on the part of WU or a WU Indemnitee without the prior written consent of WU, such consent not to be unreasonably withheld, conditioned or delayed. Neither Party shall have any liability under this Article 11 with respect to Claims settled or compromised without complying with the terms of this Article 11. 16 WU [***] 12. Insurance. 12.1 Throughout the Term of this Agreement and for a period of [***] years thereafter, Licensee shall obtain and maintain comprehensive general liability and product liability insurance, naming WU as an additional insured, with carrier(s) having at least A.M. Best ratings/class sizes of A/VII and in the following minimum annual limits: [***]. 12.2 Licensee will provide WU with a certificate of insurance within [***] of WU's written request following execution of this Agreement. The certificates must provide that Licensee's insurer will notify WU in writing at least thirty [***] prior to cancellation or material change in coverage. The specified minimum insurance coverage and limits do not constitute a limitation on Licensee's liability or obligation to indemnify or defend under this Agreement. 12.3 Notwithstanding the foregoing to the contrary, Licensee shall not be required to maintain such insurance if it maintains a reasonable and customary program of self-insurance that covers the liabilities described in Section 12.1 and such program of self-insurance is reasonably acceptable to WU. View More

Indemnification. 11.1 By Terns. Terns agrees to indemnify and hold harmless Lilly, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the "Lilly Indemnitee(s)") from and against all losses, liabilities, damages and expenses (including reasonable attorneys' fees and costs) incurred in connection with any claims, demands, actions or other proceedings by any Third Party (individually and collectively, "Losses") first arising after the Effective Date to the extent ari...sing from (a) Manufacturing, Development and Commercialization activities, including the promotion of the Covered Product, by Terns, any of its Related Parties or Permitted Sublicensees, (b) the negligence, illegal conduct or willful misconduct of Terns, or (c) Terns' breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, in each case of clauses (a) through (c), except to the extent such Losses arise out of an Lilly Indemnitee's negligence, illegal conduct or willful misconduct, or breach of this Agreement. 11.2 By Lilly. Lilly agrees to indemnify and hold harmless Terns, its Affiliates, and their directors, officers, employees and agents (individually and collectively, the "Terns Indemnitee(s)") from and against all Losses to the extent arising from (a) the negligence, illegal conduct or willful misconduct of Lilly, or (b) Lilly's breach of any of its representations or warranties made in or pursuant to this Agreement or any covenants or obligations set forth in or entered into pursuant to this Agreement, in each case of clauses (a) and (b), except to the extent such Losses arise out of any of a Terns Indemnitee's negligence, illegal conduct or willful misconduct, or breach of this Agreement. 11.3 Defined Indemnification Terms. Either of the Terns Indemnitee or the Lilly Indemnitee shall be an "Indemnitee" for the purpose of this Article 11, and the Party that is obligated to indemnify the Indemnitee under Article 11.1 or Article 11.2 shall be the "Indemnifying Party." 11.4 Defense. If any such claims or actions are made, the Indemnitee shall be defended at the Indemnifying Party's sole expense by counsel selected by the Indemnifying Party, provided that the Indemnitee may, at its own expense, also be represented by counsel of its own choosing. The Indemnifying Party shall have the sole right to control the defense of any such claim or action, subject to the terms of this Article 11. 11.5 Settlement. Subject to Article 11.7 of this Agreement, the Indemnifying Party may settle any such claim, demand, action or other proceeding or otherwise consent to an adverse judgment (a) with prior written notice to the Indemnitee but without the consent of the Indemnitee where the only liability to the Indemnitee is the payment of money and the Indemnifying Party makes such payment, or (b) in all other cases, only with the prior written consent of the Indemnitee, such consent not to be unreasonably withheld or delayed. 24 11.6 Notice. The Indemnitee shall notify the Indemnifying Party promptly of any claim, demand, action or other proceeding under Article 11.1 or Article 11.2 and shall reasonably cooperate with all reasonable requests of the Indemnifying Party with respect thereto. 11.7 Permission by Indemnifying Party. The Indemnitee may not settle any such claim, demand, action or other proceeding or otherwise consent to an adverse judgment in any such action or other proceeding or make any admission as to liability or fault without the express written permission of the Indemnifying Party. 11.8 Limitation of Liability. NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS ARTICLE 11.8 IS INTENDED TO OR SHALL LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF ANY PARTY UNDER ARTICLE 11, OR DAMAGES AVAILABLE FOR A PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS IN ARTICLE 9. View More

Indemnification. (i) The WP Entities and their respective current, former or future employees, directors, officers, partners, managers, agents, successors and assigns shall not be liable to the Company or any of its subsidiaries or affiliates for any loss, liability, damage or expense arising from or in connection with any such services, except to the extent a court of competent jurisdiction has determined by entry of a final and non-appealable judgment to have resulted by fraud or willful misconduct by a WP Ent...ity and (ii) the Company shall, at its own cost and expense, defend, indemnify and hold harmless the WP Entities and their current, former and future employees, directors, officers, partners, managers, agents, successors and assigns (the "WP Entity Indemnitees") from and against any and all claims against a WP Entity Indemnitee by the Company, its subsidiaries or any other person with respect to, or in any way related to, any such services and any and all losses, liabilities, damages or expenses (including reasonable attorneys' fees) arising or resulting therefrom, except to the extent a court of competent jurisdiction has determined by entry of a final and non-appealable judgment to have resulted by fraud or willful misconduct by a WP Entity; provided, that in no event shall any WP Entity Indemnitee have any right or claim of any kind pursuant to this Section 1 in or to any monies held in the Company's trust account established to hold the proceeds of the Offering. Each WP Entity Indemnitee is an express and intended third party beneficiary of this Section 2. View More

Indemnification. Each Party agrees to indemnify, defend and hold harmless the other Party and its affiliates and its and their respective officers, directors, employees, representatives and agents from any and all liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) based upon or in connection with any action or claim by a third party arising out of this Purchase Agreement caused by or resulting from such indemnifying Party's actions or omissions. Such indemnifying Party shall ...solely conduct the defense of any such claim or action and all negotiations for its settlement or compromise; provided, however, that (i) no settlement or compromise shall be entered into or agreed to without the other Party's prior approval and (ii) the other Party has the right to participate, at its own expense, (which includes hiring of its' own attorneys and the indemnifying Party and its' attorneys shall fully cooperate with the indemnified Party and its' attorneys) in the defense and/or settlement of any such claim or action in order to protect its own interests. View More

Indemnification. The Company agrees to indemnify and hold harmless Executive to the fullest extent permitted by law, and consistent with the Company's by-laws and Certificate of Incorporation in effect as of the Retirement Date, with respect to any and all claims, litigation, regulatory proceeding or similar action (collectively "Claims") arising from any actions or inactions by Executive during his time as an officer and/or an employee of the Company or any of its affiliates or subsidiaries, or as a designee on... any association, trust or entity for the benefit of the Company. Executive must provide the Company with written notice of any such Claim within thirty (30) days of gaining actual knowledge of such Claim. The Company will have sole control and authority over the defense and/or settlement negotiations with respect to such Claim but Executive will be permitted to participate in the defense and any settlement discussions. The Company agrees that it shall not settle or compromise any such Claim without the express written consent of the Executive if in accordance with such settlement or compromise the Executive: (i) is deemed to have committed any wrongdoing; (ii) is deemed to be responsible or to have acted in a manner that was not consistent with the best interests of the Company; or (iii) 2 must consent to any future restriction on any ability of the Executive to provide services to any business. Executive will provide the Company with reasonable assistance in defending and/or settling the Claim, outside of the Transition Assistance section above, and the Company will reimburse Executive for any out-of-pocket expenses incurred as a result of providing such assistance. The payments to Executive under this Agreement are intended to be exempt under Section 409A to the extent possible as short-term deferrals. In the event that the terms of this Agreement would subject Executive to taxes or penalties under 409A, the Company and Executive will diligently cooperate to amend the Agreement to avoid such 409A taxes or penalties. For purposes of Section 409A, the Retirement Date shall be deemed to be the "separation from service" date for purposes of payment of any deferred compensation subject to Section 409A. View More

Indemnification. Indemnification. During the term of this Agreement, the Company agrees to fully and completely defend, indemnify and hold harmless Contractor from any and all claims other than those for Contractor's own negligence or gross negligence and other than as resulting from Contractor's breach of any term or condition of this Agreement or any breach of any representation of Contractor contained herein. At all times, Company shall maintain commercial insurance on the Services to be performed by Contract...or. View More

Indemnification. The Company shall enter into a customary indemnification agreement with any Investor Designee that is elected a member of the Board, in substantially the form as entered into between the Company and the other members of the Board in the ordinary course of business.

Indemnification. To the fullest extent permitted by law, the Company shall indemnify and hold harmless each Covered Person from and against any and all losses, claims, demands, liabilities, expenses, judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative ("Claims"), in which the Covered Person may be involved, or threatened to be involved, as a party or otherwise, by reason of its management of the ...affairs of the Company or which relates to or arises out of the Company or its property, business or affairs. A Covered Person shall not be entitled to indemnification under this Section 13 (a) for any act or omission as to which such Covered Person has failed to satisfy the Standard of Conduct, or (b) with respect to any Claim initiated by such Covered Person unless such Claim (or part thereof) (i) was brought to enforce such Covered Person's rights to indemnification hereunder or (ii) was authorized or consented to by the Member. Expenses incurred by a Covered Person in defending any Claim shall be paid by the Company in advance of the final disposition of such Claim upon receipt by the Company of an undertaking by or on behalf of such Covered Person to repay such amount if it shall be ultimately determined that such Covered Person is not entitled to be indemnified by the Company as authorized by this Section of the Agreement. View More

Indemnification. The Company hereby indemnifies the Director against any loss, damage, cost or expense, including without limitation, legal fees, court costs, judgments, fines and amounts paid in settlement, actually and reasonably incurred by the Director, by reason of the fact he or she was a director, officer or agent of the Company, to the fullest extent allowed under Nevada law. For this right of indemnification to be effective with regard to any suit, action or proceeding, the Director must notify the Comp...any within five calendar days of any suit, action or proceeding brought against the Director, and the Company must be allowed to defend or co-defend the suit, action or proceeding. In order for the Company to indemnify the Director against the payment of the settlement of any claim, the Company must have been given the opportunity to help negotiate and approve the settlement. View More