By Intuit Sample Clauses

By Intuit. To the extent permitted by law, Intuit will indemnify and hold harmless Excite, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls Excite within the meaning of the 1933 Act, and any underwriter, against any losses, claims, damages or liabilities (joint or several) to which Excite or any such director, officer, controlling person or underwriter 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 thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by Intuit expressly for use in connection with such registration; and Intuit will reimburse any legal or other expenses reasonably incurred by Excite or any such director, officer, controlling person, underwriter 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(b) 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 Intuit, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by Intuit under this Section 1.7(b) in respect of any Violation shall not exceed the net proceeds received by Intuit in the registered offering out of which such Violation arises.
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By Intuit. Intuit represents and warrants that (i) it has full power and --------- authority to enter into this Agreement; (ii) entering into and performance of this Agreement by Intuit does not violate, conflict with, or result in a material default under any other contract or agreement to which Intuit is a party, or by which it is bound; and (iii) it has the right to make available on the Intuit Sites the Banner Advertisements, Sponsor Client Graphics, Links and other advertisements placed hereunder.
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By Intuit. Intuit will defend and and/or settle any third party claim --------- brought against Client, its affiliates, officers, directors employees, consultants and agents arising from (1) a breach of Intuit's representations or warranties under Section 16.2; or (2) any claim arising from the Intuit Sites other than content or services provided by Client, and will pay resulting costs, damages and reasonable attorneys' fees finally awarded, provided that Client promptly notifies Intuit in writing of any and all such claims. Intuit has sole control of the defense and all related settlement negotiations, and Client reasonably cooperates with Intuit with the defense and/or settlement thereof at Intuit's expense. Notwithstanding the foregoing, Intuit shall not, without Client's prior written consent (which consent shall not be unreasonably withheld or delayed), make any such settlement that imposes any obligations, financial or otherwise, upon Client. Client may not settle or compromise such claim, action or allegation, except with the prior written consent of Intuit. Client may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim, action or allegation, at Client's costs and expense.
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By Intuit. At Intuit's sole discretion and for any reason, Intuit may request Sub to terminate any or all of the services Sub provides to Intuit under this Section 4 at any time prior to the termination dates described above. For any such early termination, Intuit will provide Sub notice at least sixty (60) days prior to the requested early termination date. At the requested early termination date, Sub will discontinue providing the terminated service and will take all other actions with respect to such service described herein.
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By Intuit. Intuit agrees that during the Exclusivity Period, Magic will be (and will have the right to refer to itself as) the "exclusive provider" of voice access to users of the Quicken Web Site located in the United States. As long as Magic has this "exclusive provider" status, (i) Intuit will not enter into any agreement or arrangement with any third party for such third party to provide a voice service similar to either the Introductory QVS Version or the Full QVS Version of the Quicxxx.Xxx Xxxce Service (i.e., access through a designated telephone number to the content available through the Quicken Web Site), and (ii) when marketing the Quicxxx.Xxx Xxxce Service, Intuit will refer to Magic as the exclusive provider of voice access to the Quicken Web Site. [**] CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.
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By Intuit. This Agreement may be terminated by Intuit (a) upon ninety (90) days' written notice to Excite if Excite is not among the top three (3) of General Search Services as determined by industry standards for quality, breadth and audience size applicable to General Search Services, in any calendar quarter, unless the failure is cured within the notice period.
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By Intuit. To the extent permitted by law, Intuit will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter, against any losses, claims, damages or liabilities (joint or
Sample 1
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By Intuit. To the extent permitted by law, Intuit will indemnify, defend and hold harmless each Holder against any losses, claims, damages or liabilities to which such Holder (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed by Intuit 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 Intuit of the 1933 Act, the 1934 Act, any U.S. federal or state securities law or any rule or any 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; and Intuit will reimburse each Holder for any legal or other expenses reasonably incurred by such Holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred. Notwithstanding the foregoing provisions of this Section 1.9(a), the indemnity agreement contained in this Section 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 prior written consent of Intuit (which consent shall not be unreasonably withheld or delayed), nor shall Intuit 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 a Holder; and provided further, that the indemnity agreement contained in this Section 1.9(a) shall not apply to any losses, claims, damages or liabilities arising from any sale of Registrable Securities that is made by a Holder in violation of the terms of this Agreement.
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