Indemnification Limitations on Liability Clause Samples
The "Indemnification; Limitations on Liability" clause defines the responsibilities of each party to compensate the other for certain losses or damages, while also setting boundaries on the extent of liability each party may face. Typically, this clause requires one party to cover costs, damages, or legal fees arising from specific breaches or third-party claims, and it may exclude or cap liability for indirect, incidental, or consequential damages. Its core function is to allocate risk between the parties, ensuring that liability is fairly distributed and that neither party is exposed to unlimited financial risk.
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Indemnification Limitations on Liability. 8.1 Context shall indemnify and hold harmless each of BioAtla and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“BioAtla Indemnitees”) from and against any and all losses, damages, obligations, liabilities, claims, actions, judgments, settlements, interest, awards, penalties, fines, fees, costs, or expenses of whatever kind, including reasonable attorneys’ fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers (collectively, “Losses”), resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual gross negligence, fraud or wilful misconduct of Context or its Affiliates; (ii) any material breach by Context of this Agreement; and (iii) the manufacturing, development and commercialization activities (including packaging and storage of the Program Products) relating to the Program Products conducted by or on behalf of Context, its Affiliates or their Sublicensees. Notwithstanding the foregoing, Context shall have no obligations under this Section 8.1 with respect to any Losses for which BioAtla is required to indemnify the Context Indemnitees under Section 8.2 or which are the result of any fraud or wilful misconduct of BioAtla.
8.2 BioAtla shall indemnify and hold harmless each of Context and its Affiliates and their respective directors, officers, stockholders, partners, employees, agents, successors and permitted assigns (“Context Indemnitees”) from and against any and all Losses resulting from, based on, or arising out of Third Party claims arising from: (i) the alleged or actual gross negligence, fraud or wilful misconduct of BioAtla or its Affiliates; (ii) any material breach by BioAtla of this Agreement; or (iii) any activities conducted by BioAtla or its Affiliates or licensees (excluding Context but including [***]) with respect to the Licensed Antibodies or Program Products prior to the Effective Date. Notwithstanding the foregoing, BioAtla shall have no obligations under this Section 8.2 with respect to any Losses for which Context is required to indemnify the BioAtla Indemnitees under Section 8.1 or which are the result of any fraud or wilful misconduct of Context. Additionally, if Context elects to enforce [***], BioAtla shall bear all of Context’s costs and expenses in connection therewith. EXECUTION VERSION
8.3 Neither Party shall be liab...
Indemnification Limitations on Liability. The Company shall indemnify the Engagement Personnel acting as officers (the “Indemnified Professionals”) to the same extent as the most favorable indemnification it extends to its officers or directors, whether under the Company’s bylaws, its certificate of incorporation, by contract or otherwise, and no reduction or termination in any of the benefits provided under any such indemnities shall affect the benefits provided to the Indemnified Professionals. The Indemnified Professionals shall be covered as officers under the Company’s existing director and officer liability insurance policy. As a condition of A&M accepting this engagement, a Certificate of Insurance evidencing such coverage shall be furnished to A&M prior to the effective date of this Agreement. The Company shall give thirty (30) days’ prior written notice to A&M of cancellation, non-renewal, or material change in coverage, scope, or amount of such director and officer liability policy. The Company shall also maintain such insurance coverage for the Indemnified Professionals for a period of not less than six years following the date of the termination of the Indemnified Professionals’ services hereunder. The provisions of this section are in the nature of contractual obligations and no change in applicable law or the Company’s charter, bylaws or other organizational documents or policies shall affect the Indemnified Professionals’ rights hereunder. The attached indemnity and limitation on liability provisions are incorporated herein and the termination of this agreement or the engagement shall not affect those provisions, which shall remain in full force and effect.
Indemnification Limitations on Liability. The Company shall indemnify, defend and hold Purchaser harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (i) all of the representations and warranties of the Company in Section 3.1 had been true and correct pursuant to the terms of this Agreement when made and at the time of the Closing, as applicable, and (ii) all of the covenants and agreements of the Company in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Company to Purchaser under this Section 5.14 shall not exceed the amount paid by Purchaser pursuant to Section 2.2(a); and provided, further, however, that the representations and warranties set forth in Section 3.1(f) shall survive the Closing until the third anniversary of the Closing Date, whereupon they shall expire and any claim for liabilities, losses or damages arising out of or relating to a breach of the representations and warranties set forth in Section 3.1(f) must be brought prior to the third anniversary of the Closing Date.
Indemnification Limitations on Liability. (a) Seller hereby agrees to indemnify, defend and hold Purchaser, its officers, directors, employees, affiliates, managers, members, representatives and agents (and their respective officers, directors, employees, affiliates, managers, members, stockholders and agents) harmless from and in respect of any and all losses, damages, claims, liabilities, obligations, suits, actions, fees, taxes, penalties, costs and expenses of any nature whatsoever (including, without limitation, costs of investigation, travel expenses, value of time expended by personnel and fees and expenses of attorneys, accountants, consultants, expert witnesses and other witnesses) (collectively, “Losses”), that any of them may incur arising out of, in connection with, relating to or caused by any breach of, (i) any representation or warranty made by or with respect to Seller contained in Section 4 of this Agreement, and (ii) any covenant, undertaking or other agreement of Seller contained in this Agreement.
(b) Purchaser hereby agrees to indemnify, defend and hold Seller, its officers, directors, employees, affiliates, managers, members, representatives and agents (and their respective officers, directors, employees, affiliates, managers, members, stockholders and agents) harmless from and in respect of any and all Losses that any of them may incur arising out of, in connection with, relating to or caused by any breach of, (i) any representation or warranty made by or with respect to Purchaser contained in Section 5 of this Agreement, and (ii) any covenant, undertaking or other agreement of Purchaser contained in this Agreement.
(c) NOTWITHSTANDING ANYTHING CONTAINED TO THE CONTRARY IN ANY OTHER PROVISION OF THIS AGREEMENT, SELLER AND PURCHASER AGREE THAT THE RECOVERY BY A PARTY OF ANY LOSS SUFFERED OR INCURRED BY IT AS A RESULT OF ANY BREACH OR NONFULFILLMENT BY A PARTY OF ANY OF ITS REPRESENTATIONS, WARRANTIES, COVENANTS, AGREEMENTS OR OTHER OBLIGATIONS UNDER THIS AGREEMENT, EXCEPT IN THE CASE OF FRAUD, SHALL NOT INCLUDE OR APPLY TO, NOR SHALL ANY PARTY BE ENTITLED TO RECOVER FROM ANY OTHER PARTY, ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, REMOTE, SPECULATIVE OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES ON ACCOUNT OF LOST PROFITS OR OPPORTUNITIES OF BUSINESS INTERRUPTION); PROVIDED THAT ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, EXEMPLARY, REMOTE, SPECULATIVE OR PUNITIVE DAMAGES RECOVERED BY A THIRD PARTY FROM A PARTY ENTITLED TO INDEMNIFICATION UNDER THIS SECTIO...
Indemnification Limitations on Liability. The Corporation shall indemnify, defend and hold Celgene harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in this Agreement had been true and correct when made and at the time of the Closing and (b) all of the covenants and agreements of the Corporation in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Corporation to Celgene under this Section 9 shall not exceed the aggregate purchase price of the Celgene Shares.
Indemnification Limitations on Liability. 10.1 The Corporation shall indemnify, defend and hold the Investors harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in the Transaction Documents (each as modified by any schedule referred to therein) had been true and correct when made and at the time of the Closing, (b) all of the covenants and agreements of the Corporation in the Transaction Documents had been duly and timely complied with and performed and (c) a third party claim against such party had not been brought due to the Corporation not duly and timely complying with the advanced notice provisions of the warrants and agreements listed on Schedule 4.11; provided, however, that the aggregate liability of the Corporation to each Investor under this Section 10.1 shall not exceed the aggregate purchase price of the Series F Shares purchased by such Investor hereunder.
Indemnification Limitations on Liability. The Corporation shall indemnify, defend and hold the Purchasers harmless from and against all liabilities, losses, and damages, together with all reasonable costs and expenses related thereto (including, without limitation, reasonable legal and accounting fees and expenses), which would not have been incurred if (a) all of the representations and warranties of the Corporation in Section 3 of this Agreement had been true and correct when made and at the time of the Closing and (b) all of the covenants and agreements of the Corporation in this Agreement had been duly and timely complied with and performed; provided, however, that the aggregate liability of the Corporation to the Purchasers under this Section 10 shall not exceed the Purchase Amount.
Indemnification Limitations on Liability. (a) AAMI will indemnify and defend LICENSEE, and its directors, officers, agents and employees (“LICENSEE Indemnified Parties”) from and against any and all loss, cost, damage or liability awarded or settled as a result of any claim or cause of action for patent or copyright infringement or misappropriation of a trade secret or other third party intellectual property right (“Infringement Claim”) asserted against any of the LICENSEE Indemnified Parties by virtue of any permitted use of the Licensed Materials. LICENSEE may participate in the defense of any Infringement Claim by counsel of its own choosing, at its sole cost and expense. The LICENSEE Indemnified Party will give AAMI prompt notice of any Infringement Claim, but any delay or failure to give prompt notice will relieve AAMI from its obligations under this Section 10 solely to the extent that AAMI’s ability to defend or the defense thereof is materially prejudiced by said delay or failure. AAMI shall have the sole right to control and direct the investigation, defense and settlement of each Infringement Claim, and the LICENSEE Indemnified Party will, at AAMI’s expense, reasonably cooperate with AAMI in connection therewith. If any Licensed Materials become, or are likely to become the subject of an Infringement Claim, AAMI shall, at AAMI’s sole option and expense:
(A) modify the Licensed Materials to be non-infringing; (B) obtain for the End Users the right to continue using the Licensed Materials, or, if such remedies are not available on a commercially reasonable basis,
(C) terminate this License Agreement and refund to LICENSEE that portion of any paid access fees allocable to the remaining term of the license for the Licensed Materials. Notwithstanding the foregoing, AAMI shall have no obligation under this Section for any claim of infringement or misappropriation based on LICENSEE’S or any End User’s improper, illegal or unauthorized use of the Licensed Materials. This Section 10 states AAMI’s entire obligation to LICENSEE and LICENSEE’s sole remedy with respect to any claim of infringement or misappropriation.
(b) LICENSEE will indemnify and defend AAMI, its affiliates, and its and their directors, officers, agents and employees (“AAMI Indemnified Parties”) from and against any and all loss, cost, damage or liability, including reasonable attorney fees and costs, as a result of any breach of this License Agreement by LICENSEE or an End User, including, but not limited to, any claim or cause o...
Indemnification Limitations on Liability. Action Upon Instructions. If in performing the Trustee's duties under this Agreement, the Trustee is required to decide between alternative courses of action, or the Trustee is unsure of the application of any provision of this Agreement or the Settlement Documents, then the Trustee shall be under no duty to take or refrain from taking such action as is consistent with this Agreement as the Trustee shall deem advisable. The Trustee may consult with legal counsel and shall be fully protected in respect of any action taken or suffered in accordance with the advice of legal counsel. The Trustee may at any time apply to the Bankruptcy Court for a determination as to the course of action to be taken by the Trustee, or at any time seek instructions from the Bankruptcy Court concerning the acquisition, management or disposition of the Trust Assets.
Indemnification Limitations on Liability a. LESSEE SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS LESSOR AND ▇▇▇▇▇▇’S SUPPLIERS FROM AND AGAINST ANY CLAIM, DEMAND, LOSS, DAMAGE, LIABILITY, LAWSUIT, CAUSE OF ACTION, JUDGMENT, PENALTY, AND/OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, COURT COSTS, AND OTHER COSTS OF SUIT) ON ACCOUNT OF PROPERTY DAMAGE OR LOSS, OR BODILY INJURY (INCLUDING ILLNESS, DISABILITY, OR DEATH), RESULTING FROM THE OPERATION, USE, OR HANDLING OF THE EQUIPMENT OR SERVICES PROVIDED HEREUNDER, TO THE EXTENT CAUSED BY THE NEGLIGENCE OR FAULT OF LESSEE AND/OR ANY THIRD PARTY. THE ABOVE INDEMNITY SHALL ALSO BE REQUIRED OF ANY LESSEE, AFFILIATE, OR OTHER PERSON OR ENTITY TO WHICH LESSEE RE-RENTS THE EQUIPMENT OR OTHERWISE MAKES THE EQUIPMENT AVAILABLE FOR USE.
▇. ▇▇▇▇▇▇ SHALL RELEASE, DEFEND, INDEMNIFY, AND HOLD HARMLESS LESSEE FROM AND AGAINST ANY CLAIM, DEMAND, LOSS, DAMAGE, LIABILITY, LAWSUIT, CAUSE OF ACTION, JUDGMENT, PENALTY, AND/OR EXPENSE (INCLUDING, BUT NOT LIMITED TO, ATTORNEYS’ FEES, COURT COSTS, AND OTHER COSTS OF SUIT) ON ACCOUNT OF PROPERTY DAMAGE OR LOSS, OR BODILY INJURY (INCLUDING ILLNESS, DISABILITY, OR DEATH), RESULTING FROM THE OPERATION, USE, OR HANDLING OF THE EQUIPMENT OR SERVICES PROVIDED HEREUNDER, TO THE EXTENT CAUSED BY THE NEGLIGENCE OR FAULT OF LESSOR.
c. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, PUNITIVE, INCIDENTAL, OR INDIRECT DAMAGES; LOSS OF USE, REVENUES, PROFITS, OR PRODUCTION; OR COSTS OF DELAYS OR CONTRACT EXTENSIONS, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR EQUITY OR BY STATUTE.
d. THE LIABILITY AND INDEMNITY OBLIGATIONS OF EACH PARTY ARE LIMITED TO, AND SHALL NOT IN ANY EVENT EXCEED, $1,000,000 PER OCCURRENCE, WITH SUCH PARTY ENTITLED TO A CREDIT AGAINST THIS LIMITATION FOR ANY PROCEEDS PAID BY ITS INSURERS.