|BIOTIME INC filed this Form 10-Q on 08/09/2017|
To the extent permitted by law, HBL will indemnify and hold harmless BioTime and each of its directors, each of its officers who has signed the registration statement, each Person (if any), who controls BioTime within the meaning of the Securities Act, legal counsel and accountants for BioTime, any underwriter (as defined in the Securities Act), and any controlling Person of any such underwriter, against any Damages, in each case only to the extent that such Damages arise out of or are based upon actions or omissions made in reliance upon and in conformity with written information furnished by or on behalf of HBL; and HBL will pay to BioTime and each other aforementioned Person any legal or other expenses reasonably incurred thereby in connection with investigating or defending any claim or proceeding from which Damages may result, as such expenses are incurred; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such claim or proceeding if such settlement is effected without the consent of HBL, at its discretion; and provided further that in no event shall the aggregate amounts payable by any Holder by way of indemnity or contribution under this subsection (ii) or subsection (iv) below exceed the proceeds from the offering received HBL (net of any selling expenses paid by HBL), except in the case of fraud or willful misconduct by HBL.
Promptly after receipt by an indemnified party under this Section 8.5 of notice of the commencement of any action (including any governmental action) for which a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 8.5, give the indemnifying party notice of the commencement thereof. The indemnifying party shall have the right to participate in such action and, to the extent the indemnifying party so desires, participate jointly with any other indemnifying party to which notice has been given, and to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party (together with all other indemnified parties that may be represented without conflict by one counsel) shall have the right to retain one separate counsel, at its expense unless representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflict of interest between such indemnified party and any other party represented by such counsel in such action. The failure to give notice to the indemnifying party will not relieve it of any liability that it may have to any indemnified party except if such failure shall have materially prejudiced the indemnifying party.
[ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
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