By Excite. To the extent permitted by law, Excite will indemnify and hold harmless each of the Holders, officers and directors, employees and agents of a Holder or underwriter (as defined in the 1933 Xxx) xxd each person, if any, who controls a Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934 (the "1934 ACT"), against any losses, claims, damages, or liabilities (joint or several) to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"):
(i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or in any amendments or supplements thereto;
(ii) the omission or alleged omission to state in the Registration Statement, including any preliminary prospectus or final prospectus contained therein or in any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by Excite of the 1933 Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such Registration Statement.
By Excite. To the extent permitted by law, Excite will indemnify and hold harmless Intuit, officers and directors of Intuit, any underwriter (as defined in the 1933 Xxx) xxr Intuit and each person, if any, who controls Intuit or such underwriter within the meaning of the 1933 Act or the 1934 Act, against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"):
(i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed pursuant to this Section 1 (including a registration statement with respect to which Intuit exercises its rights under Section 1.4), including any preliminary prospectus or final prospectus contained therein or in any amendments or supplements thereto;
(ii) the omission or alleged omission to state in a registration statement filed pursuant to this Section 1 (including a registration statement with respect to which Intuit exercises its rights under Section 1.4), including any preliminary prospectus or final prospectus contained therein or in any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by Excite of the 1933 Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such registration statement; and Excite will reimburse each of Intuit, such officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection 1.7(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of Excite (which consent shall not be unreasonably withheld), nor shall Excite be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Viola...
By Excite. To the extent permitted by law, Excite will indemnify and hold harmless each of the Holders, officers and directors, employees and agents of a Holder or underwriter (as defined in the 1933 Xxx) xxd each person, if any, who controls a Holder within the meaning of the 1933 Act or the Securities Exchange Act of 1934 (the "1934 ACT"), against any losses, claims, damages, or liabilities (joint or several) to which they or any of them may become subject under the 1933 Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "VIOLATION"):
(i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including any preliminary Prospectus or final Prospectus contained therein or in any amendments or supplements thereto;
(ii) the omission or alleged omission to state in the Registration Statement, including any preliminary Prospectus or final Prospectus contained therein or in any amendments or supplements thereto, a material fact required to be stated therein, or necessary to make the statements therein not misleading; or
(iii) any violation or alleged violation by Excite of the 1933 Act, the 1934 Act, any federal or state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any federal or state securities law in connection with the offering covered by such Registration Statement. Excite will reimburse each Holder, such officer, director, employee or agent, underwriter or controlling person for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided however, that the indemnity agreement contained in this subsection 1.5(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such
By Excite. During the term of this Agreement, Magic will be the exclusive provider of the Unified Messaging Services to the Excite Web Site as defined by the Base Service and Premium Service. As long as Magic has this "exclusive provider" status, Excite will not launch any services offering essentially the same functionality as the Unified Messaging Services. Notwithstanding the foregoing, Excite may offer free web based fax services that offer a unique 10 digit number to Excite users with a third party vendor, provided that Magic is unable or unwilling to do the same under similar terms and at similar performance levels. In addition, Excite agrees that for the term of this Agreement, and subject to any binding contractual restrictions or duties it may have as of the Effective Date, before entering into any letter of intent or agreement with any third party relating to any additional opportunities from Excite that contemplate access to Web content over a voice user interface employing both speech recognition and text-to-speech technologies, Excite will present such opportunity to Magic and give Magic five (5) business days to respond to such opportunity.
By Excite. Excite will determine, in consultation with Magic, which parts of the Unified Messaging Services are appropriate for presenting advertising (e.g., online and audio) to Excite Subscribers who are users of the Unified Messaging Services. Excite will pay Magic [**] of all Net Revenue from online advertising generated by page views on those Web pages used in connection with the Unified Messaging Services as set forth in Exhibit F (Sharing Advertising). In addition, Excite will use reasonable efforts to sell audio advertising to be inserted in the Base Service voice user interface and will pay Magic [**] of the Net Revenues from such sales. Excite acknowledges that this revenue is an important part of Magic's business plan for the Unified Messaging Services. Accordingly, Excite will work with Magic to implement a sales structure to allow Magic to sell any audio advertising inventory that Excite is unable to sell. Excite will use its reasonable commercial efforts to provide a rolling [**] forecast of audio advertising inventory beginning [**] before the anticipated Launch Date, and Magic will be able to sell any inventory reflected as unsold in such forecast. However, Excite will otherwise [**] online and audio advertising inventory (e.g., [**]).
By Excite. Excite will defend, at its own expense, all suits or actions against Magic brought by third parties based upon claims that the Excite Services (other than the Unified Messaging Services), the Excite Technology, the Excite Web Site, the Excite Deliverables, infringes or misappropriates any Intellectual Property Right of a third party, and Excite will pay all amounts agreed to in a monetary settlement of such claims and all damages awarded as a final judgment by a court of competent jurisdiction, subject to the limitations on liability in Section 8 and subject to the conditions that (i) Magic give Excite prompt written notice of the claim, (ii) Magic give Excite sole control of the defense and settlement of the claim, and (iii) Magic cooperate with Excite, at Excite's reasonable request and expense, in the defense or settlement of the claim. Magic may, at its own expense, participate in any such suit or action with counsel of its own choice.
By Excite. This Agreement may be terminated by Excite upon ninety (90) days' written notice to Intuit if the Financial Channel is not among the top three (3) Financial Content Services as determined by industry standards for quality and breadth applicable to Financial Content Services, in any calendar quarter, unless the failure is cured within the notice period. Excite shall have no right to terminate based upon Intuit's provision of, or any failure of Intuit to provide, small business or tax content or functionality.
