Indemnification Limitation of Liability Insurance Sample Clauses
This clause establishes the responsibilities of the parties regarding indemnification, limits on liability, and insurance requirements. It typically requires one party to compensate the other for certain losses or claims arising from the agreement, sets caps or exclusions on the amount or types of damages that can be recovered, and mandates that parties maintain specified insurance coverage. The core function of this clause is to allocate risk between the parties, protect against unforeseen liabilities, and ensure that adequate financial resources are available to cover potential claims.
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Indemnification Limitation of Liability Insurance. Indemnification and Defense.
9.1 TGTX shall indemnify, defend and hold harmless (i) DFCI and its trustees officers, medical and professional staff, employees, and agents and their respective successors, heirs and assigns and (ii) CTI and its directors, officers, employees, agents and contractors (the "CTI Indemnitees"), against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the CTI Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liability) concerning any product, process or service relating to, or developed by TGTX, its Affiliates or Sublicensees pursuant to (a) any right or license granted under this Agreement or (b) arising out of any other activities to be carried out by TGTX pursuant to this agreement. TGTX's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense to the extent that it is attributable to (x) the grossly negligent activities of the CTI Indemnitees, or (y) the intentional wrongdoing or intentional misconduct of the CTI Indemnitees TGTX shall, at its own expense, provide attorneys reasonably acceptable to CTI to defend against any actions brought or filed against any party indemnified hereunder with respect to the subject of indemnity contained herein, whether or not such actions are rightfully brought.
9.2 CTI shall indemnify, defend and hold harmless TGTX and its directors, officers, employees, agents and contractors (the "TGTX Indemnitees"), against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) incurred by or imposed upon the TGTX Indemnitees, or any one of them, in connection with any claims, suits, actions, demands or judgments arising out any theory of product liability ( including but not limited to action in the form of tort, warranty, strict liability) concerning (a) any product, process or service relating to, or developed by CTI, its Affiliates or Sublicensees pursuant to the License Agreement or (b) any other activities to be carried out by CTI pursuant to this agreement. CTI's indemnification under Section 9.1 does not apply to any liability, damage, loss or expense to the extent that it is attributable to (x) the grossly negligent activities of the TGTX Indemnitees, or (y) the i...
Indemnification Limitation of Liability Insurance. 11.1. Indemnification by Arrowhead. Arrowhead will indemnify, hold harmless, and defend Sarepta, its Affiliates, and their respective directors, officers, employees, and agents (“Sarepta Indemnitees”) from and against any and all losses, liabilities, damages, costs, fees, and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) incurred from any claims, suits, proceedings, or causes of action brought by a Third Party (collectively, “Claims”) against such Sarepta Indemnitees to the extent arising out of or resulting from:
11.1.1. any breach of any representation or warranty made by Arrowhead in this Agreement, or any breach or violation of any covenant or agreement of Arrowhead in this Agreement;
11.1.2. the gross negligence or willful misconduct by or of Arrowhead or any of its Affiliates, or any of their respective directors, officers, employees, or agents in the performance of Arrowhead’s obligations or exercise of its rights under this Agreement; or
11.1.3. the Exploitation of any Licensed Compound or Licensed Product, in each case, by or on behalf of Arrowhead or any of its Affiliates (excluding such conduct by or on behalf of Sarepta or its Affiliates and its Sublicensees as licensees or sublicensees of Arrowhead hereunder), including the conduct of the Ongoing C1 Development Activities, the Additional R&D Activities, the Category 2 Program Research Activities, and the Category 3 Program Research Activities. Notwithstanding the foregoing, Arrowhead will have no obligation to indemnify the Sarepta Indemnitees to the extent that the Losses arise out of or result from matters described under Section 11.2 (Indemnification by ▇▇▇▇▇▇▇).
Indemnification Limitation of Liability Insurance. 1General Indemnification by MedCo. MedCo shall indemnify, hold harmless, and defend Alnylam, its Related Parties, and their respective directors, officers, employees and agents (“Alnylam Indemnitees”) from and against any and all Third Party claims, suits, losses, liabilities, damages, costs, fees and expenses (including reasonable attorneys' fees) (collectively, “Losses”) to the extent such Losses arise out of or result from, directly or indirectly, (a) any breach of, or inaccuracy in, any representation or warranty made by MedCo in the Transaction Agreements or any breach or violation of any covenant or agreement of MedCo in the Transaction Agreements, (b) the negligence or willful misconduct by or of MedCo and its Related Parties, and their respective directors, officers, employees and agents, in the performance of MedCo's obligations under the Transaction Agreements, or (c) the Development, Manufacture or Commercialization of Licensed Products by MedCo or its Related Parties. MedCo shall have no obligation to indemnify the Alnylam Indemnitees to the extent that the Losses arise out of or result from, directly or indirectly, any breach of, or inaccuracy in, any representation or warranty made by Alnylam in the Transaction Agreements, or any breach or violation of any covenant or agreement of Alnylam in the Transaction Agreements, or the negligence or willful misconduct by or of any of the Alnylam Indemnitees.
Indemnification Limitation of Liability Insurance. 14.1. The Company shall defend, indemnify and hold harmless Hadasit, HMO, and their respective officers, directors, employees, and agents (hereinafter collectively, the “Hadasit Indemnitees”) from and against any claim, demand or action (a “Claim”) brought by any third party (including product liability claims), and any and all liabilities, losses, damages, court costs, reasonable attorney's fees, or other costs or expenses resulting therefrom (“Losses”) which result from (a) the use and/or exploitation of the Qualified Data, (b), Company’s breach of any of its representations and warranties under this Agreement, (c) Company’s breach of Applicable Law, (d) Company’s negligence or willful misconduct, except, in each case (a), (b), (c) and (d), to the extent that such Losses or Claims are attributed to (i) Hadasit Indemnitees’ breach of any of its representations and warranties under this Agreement, (ii) Hadasit Indemnitees’ breach of Applicable Law, or (iii) Hadasit Indemnitees’ negligence, or willful misconduct.
14.2. Hadasit shall be liable towards the Company from and against any and all Losses which the Company suffer, incur or sustain resulting from or arising out of a third party claim, resulting from any (i) ▇▇▇▇▇▇▇’s breach of any of its representations and warranties under this Agreement (ii) Hadasit’s breach of Applicable Law, (iii) Hadasit’s negligence or willful misconduct. The Company shall have full authority and control over the defense and settlement of any such Claim, provided that the Company does so diligently and render the Hadasit Indemnitees with a legal defense in a court of law in line with the statutory timelines limits of such legal action. If the Company fails to take action to contest a Claim (or to inform ▇▇▇▇▇▇▇ Indemnitees that it plans to do so within the requisite time limits) at least 14 (fourteen) days before the time limit, if any, set forth in the Applicable Laws relating to the filing of such action, Hadasit Indemnitees shall have the right to bring and control any action or proceeding with respect to such Claim at the reasonable expense of the Company and by counsel of Hadasit Indemnitees’ own choice. Hadasit Indemnitees shall not compromise or settle such litigation without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed. The Company may not admit fault or liability on behalf of Hadasit Indemnitees, without ▇▇▇▇▇▇▇’s explicit consent. Each Party hereto shall: (i) p...
Indemnification Limitation of Liability Insurance. 13.1. Indemnification by Arrowhead. Arrowhead will indemnify, hold harmless, and defend Takeda, its Affiliates, and their respective directors, officers, employees, and agents (“Takeda Indemnitees”) from and against any and all losses, liabilities, damages, costs, taxes (including penalties and interest) fees, and expenses (including reasonable attorneys’ fees and litigation expenses) (collectively, “Losses”) resulting from any claims, suits, proceedings or causes of action brought by a Third Party (collectively, “Claims”) against such Takeda Indemnitees to the extent arising out of or resulting from:
13.1.1. any breach of, or inaccuracy in, any representation or warranty made by Arrowhead in this Agreement, or any breach or violation of any covenant or agreement of Arrowhead in this Agreement,
13.1.2. the gross negligence or willful misconduct by or of Arrowhead or any of its Affiliates, or any of their respective directors, officers, employees, or agents in the performance of Arrowhead’s obligations or exercise of its rights under this Agreement, or
13.1.3. the Exploitation of any Product, in each case, by or on behalf of Arrowhead or any of its Affiliates, or the conduct of the Ongoing Development Activities. Notwithstanding the foregoing, Arrowhead will have no obligation to indemnify the Takeda Indemnitees to the extent that the Losses arise out of or result from matters described under Section 13.2.1 or 13.2.2 (Indemnification by Takeda).
Indemnification Limitation of Liability Insurance. (a) The Client agrees to indemnify, defend and hold harmless the Service Provider, its Affiliates and their respective officers, directors, employees, and agents (each, a “Representative”) from any and all Losses incurred by any of them relating to a Third Party Claim arising from or relating to:
(i) Any breach of any obligation by the Client under this Agreement or a PSA, or of any representation or warranty of the Client under this Agreement or a PSA or any act, or omission of the Client in connection with its obligations under this Agreement or a PSA;
(ii) Any claim that the Product infringes or violates the intellectual property rights of a third party;
(iii) the negligence, recklessness or willful misconduct of, or breach of a statutory duty by Client or its agents in connection with this Agreement; or
(iv) Client’s development, studies, regulatory submissions, use, storage, handling, shipment or Commercialization of, or with respect to, the Product. The Client shall have no liability under this Section 8(a) for items that are Service Provider’s responsibility pursuant to Section 8(b) below.
(b) The Service Provider agrees to indemnify, defend and hold harmless the Client and its Representatives from any and all Losses incurred by any of them relating to a Third Party Claim arising from or relating to:
(i) Any breach of any obligation by the Service Provider under this Agreement or a PSA, or of any representation or warranty of the Service Provider under this Agreement or a PSA or any act, or omission of the Service Provider in connection with its obligations under this Agreement or a PSA;
(ii) Any claim that any work performed by Service Provider hereunder infringes or violates the intellectual property rights of a third party; or
(iii) the negligence, recklessness or willful misconduct of, or breach of a statutory duty by Service Provider or its agents in connection with this Agreement. The Service Provider shall have no liability under this Section 8(b) for items that are Client’s responsibility pursuant to Section 8(a) above.
(c) Any Party seeking indemnification under this Article 8 (the “Indemnitee”) shall: (a) promptly notify the indemnifying Party (the “Indemnitor”) of the applicable claim; (b) provide the Indemnitor sole control over the defense and/or settlement thereof; and (c) at the Indemnitor’s request and expense, provide full information and reasonable assistance to Indemnitor with respect to such claim. Without limiting the foregoing,...
Indemnification Limitation of Liability Insurance. 16.1 Indemnification will be handled in accordance to Appendix A, Section 10. A. of DIR Contract No. DIR-TSO-3449.
Indemnification Limitation of Liability Insurance. With respect to Sections 10.1 through 10.6 (inclusive) of the Master Agreement, the terms “Collaboration Products” and “Global Licensed Products” as referenced in the Master Agreement shall be deemed to include the Global AT3 Licensed Products. Notwithstanding the foregoing, with respect to any Losses (as defined in the Master Agreement) arising out of any Third Party product liability claim arising from the Development or Commercialization of a Global AT3 Licensed Product, such Losses shall be borne [***] on a global basis; provided, however that such obligations of each Party shall be subject to the exceptions set forth in Sections 10.1 and 10.2 of the Master Agreement. For purposes of this Section 12.1, “Global AT3 Licensed Products” shall be deemed to include [***].
Indemnification Limitation of Liability Insurance. With respect to Sections 10.1 through 10.6 (inclusive) of the Master Agreement, the terms “Collaboration Products” and “Global Licensed Products” as referenced in the Master Agreement shall be deemed to include the Global AT3 Licensed Products. Notwithstanding the foregoing, with respect to any Losses (as defined in the Master Agreement) arising out of any Third Party product liability claim arising from the Development or Commercialization of a Global AT3 Licensed Product, such Losses shall be borne [***] percent ([***]%) by each of Genzyme and Alnylam on a global basis; provided, however that such obligations of each Party shall be subject to the exceptions set forth in Sections 10.1 and 10.2 of the Master Agreement.
Indemnification Limitation of Liability Insurance. 11.1. Manufacturer shall indemnify and hold RareGen and its Affiliates harmless from any losses, damages, liabilities, costs, fees or expenses (including reasonable attorneys' fees) incurred by RareGen in connection with any (i) misrepresentation or breach by Manufacturer of any warranty, covenant or agreement made or contained in this Agreement, and (ii) claim or action instituted or threatened against RareGen based upon any Manufacturer Development Work involving any claim for infringement of any patent, trademark, copyright or other proprietary or intellectual property right.
11.2. RareGen shall indemnify and hold Manufacturer and its affiliates harmless from any losses, damages, liabilities, costs, fees or expenses (including reasonable attorneys' fees) incurred by Manufacturer in connection with any (i) misrepresentation or breach by RareGen of any warranty, covenant or agreement made or contained in this Agreement, and (ii) claim or action instituted or threatened against Manufacturer based upon any RareGen Development Work involving any claim for infringement of any patent, trademark, copyright or other proprietary or intellectual property right.
11.3. EXCEPT IN CONNECTON WITH A BREACH OF SECTIONS 4, 5 OR 7 OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, EXEMPLARY, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE, AND BUSINESS), WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, EQUITY, PRODUCT LIABILITY, FUNDAMENTAL BREACH, OR OTHERWISE ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER OR NOT THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
11.4. Each Party undertakes to maintain a comprehensive liability insurance policy with a reputable insurer including coverage for third party liability and product liability on commercially reasonable terms. Such insurance shall be for an insured sum of not less than $2,000,000. Upon execution of this Agreement, each Party shall furnish the other Party with certificates of insurance and with signed endorsements affecting coverage required by this Section 11. Each Party shall notify the other Party at least thirty (30) calendar days prior to the cancellation of, or any modification in, such insurance policy that would affect such other Party’s status or benefits hereunder. Each Party shall furnish to the other Party evidence, in form and s...