By Charter. Charter agrees to indemnify and hold harmless each Stockholder Indemnified Party from and against any Losses, joint or several, to which such Stockholder Indemnified Party may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws, common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and Charter will reimburse each such Stockholder Indemnified Party for any reasonable fees and expenses of outside legal counsel for such Stockholder Indemnified Parties, or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such claims; provided, however, that Charter will not indemnify or hold harmless any Stockholder Indemnified Party from or against any such Losses (including any related expenses) to the extent such Losses (including any related expenses) result from an untrue statement, omission or allegation thereof which were (a) made in reliance upon and in conformity with written information provided by or on behalf of the applicable Selling Stockholder specifically and expressly for use or inclusion in the applicable Registration Statement or Prospectus or (b) made in any Prospectus used after such time as Charter advised such Selling Stockholder that the filing of a post-effective amendment or supplement thereto was required, except that this proviso shall not apply if the untrue statement, omission, or allegation thereof is contained in the Prospectus as so amended or supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Stockholder Indemnified Parties and shall survive the transfer of such securities by the Selling Stockholders.
By Charter. Charter represents and warrants that: (a) Charter is a limited liability company validly existing and in good standing under the laws of the State of Delaware and has the corporate power to enter into this Agreement and perform its obligations hereunder; (b) the performance of this Agreement by Charter or its vendors or subcontractors does not and shall not violate (i) any Applicable Laws, (ii) the certificate of incorporation or by-laws of Charter, or (iii) any agreement to which Charter is a party; (c) Charter has the right to perform its obligations as contemplated hereunder; (d) Charter is the owner of, or has the right to license, the Licensed Charter Data and has the right to grant the license provided herein for the use contemplated hereunder; (e) no Licensed Charter Data provided under this Agreement infringes upon or will infringe or otherwise misappropriates the Intellectual Property rights of any third party; and (f) Charter has provided notice and a choice to its Subscribers that is in compliance with Applicable Law and its applicable privacy policies.
By Charter. Charter shall defend, indemnify, and hold harmless the Comscore Indemnified Parties from and against any and all Losses arising out of or in connection with any claim brought by a third party (including any Subscriber): (a) for a violation of such third party’s privacy rights arising from Charter’s or its vendors’ or subcontractors’ actions or inactions (including without limitation arising from Charter’s violation or breach of the applicable terms of use, privacy policy, or other agreement between Charter and such third party), other than any such violation or breach arising out of Comscore’s breach of this Agreement;); (b) resulting from Charter’s material breaches of its representations, warranties and covenants hereunder; (c) resulting from Charter’s gross negligence or willful misconduct hereunder; (d) resulting from Charter’s failure to comply with all Applicable Laws; (e) resulting from the infringement or misappropriation of Comscore’s Intellectual Property by Charter; or (f) alleging any Licensed Charter Data or Comscore’s use of any Licensed Charter Data infringes or otherwise misappropriates any third party Intellectual Property or other proprietary rights.
By Charter. Charter agrees to indemnify and hold harmless each Stockholder Indemnified Party from and against any Losses, joint or several, to which such Stockholder Indemnified Party may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws, common law or otherwise, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and Charter will reimburse each such Stockholder Indemnified Party for any reasonable fees and expenses of outside legal counsel for such Stockholder Indemnified Parties, or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such claims; provided, however, that Charter will not indemnify
By Charter. CHARTER covenants and agrees that CHARTER will: (1) if any report or information previously or hereafter supplied to NESC by CHARTER pursuant to or in connection with the Loan Agreement shall, to the knowledge or belief of CHARTER, subsequently become inaccurate or misleading in any material respect, promptly notify NESC thereof in writing; and (2) promptly after learning thereof, notify NESC in writing of (A) any event or circumstance which does or would likely impair in any way the ability of CHARTER to perform its obligations under this Loan Agreement, (B) any change in the business, operations, business prospects or financial condition of CHARTER which does or would likely have an adverse effect on the ability of CHARTER to perform its obligations under this Loan Agreement, and (C) the occurrence of any CHARTER Event of Termination hereunder.
