By HNC Sample Clauses

By HNC. To the extent permitted by law, HNC will indemnify, defend and hold harmless each Holder against any losses, claims, damages, or liabilities (joint or several) to which such Holder may become subject under the 1933 Act, the 1934 Act or other U.S. federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed by HNC pursuant to this Agreement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state in such registration statement, preliminary prospectus or final prospectus or 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 HNC of the 1933 Act, the 1934 Act, any U.S. federal or state securities law or any rule or regulation promulgated under the 1933 Act, the 1934 Act or any U.S. federal or state securities law in connection with the offering covered by such registration statement; provided however, that the indemnity agreement contained in this subsection 1.9(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 written consent of HNC (which consent shall not be unreasonably withheld), nor shall HNC 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 Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder.

By HNC. Without incurring any liability to Retek whatsoever, HNC may, in its sole discretion, elect to discontinue providing any Service or Services hereunder to Retek or discontinue any Insurance Coverage hereunder, by providing Retek at least sixty (60) days' advance written notice of HNC's election to discontinue providing such Services and/or Insurance Coverage.

By HNC. Without incurring any liability to Retek whatsoever, HNC may, prior to the expiration or termination of this Agreement: (a) discontinue providing Retek any Insurance Coverage that HNC discontinues carrying for itself and does not replace with similar Insurance Coverage for itself during the term of this Agreement, by providing Retek at least sixty (60) days' advance written notice of the discontinuance of such Insurance Coverage; (b) discontinue providing any employee group insurance or other employee benefit plan coverage that HNC is providing or extending to Retek employees under this Agreement: (i) if such employee group insurance or other employee benefit plan is substantially similar in nature, or is substantially replaced or duplicated by, an employee group insurance plan or plans or other employee benefit plan or plans adopted by Retek; (ii) if HNC is no longer permitted, whether by applicable laws or regulations or by the terms of such employee group insurance or employee benefit plan, to provide or extend such employee group insurance or employee benefit plan to Retek employees; or (iii) if Retek is required, by applicable laws or regulations, to adopt and provide employee group insurance coverage or an employee benefit plan that is substantially similar to such employee group insurance or other employee benefit plan coverage; and/or (c) change or modify any employee group insurance or other employee benefit plan coverage that HNC is providing or extending to Retek employees under this Agreement provided HNC makes such change or modification generally with respect to its employees.