By Uroplasty Sample Clauses
By Uroplasty. Uroplasty will indemnify CystoMedix, and CystoMedix’s officers and directors, and each person controlling such CystoMedix within the meaning of Section 15 of the Act, and each selling stockholder with respect to which registration has been effected pursuant to this Agreement, against all expenses, claims, losses, damages or liabilities (or actions in respect thereof), including any of the foregoing incurred in settlement of any litigation, commenced or threatened, arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, offering circular or other document, or any amendment or supplement thereto, incident to any such registration, or based on 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 in which they were made, not misleading, or any violation by Uroplasty of the Act, the Exchange Act, state securities laws or any rule or regulation promulgated under such laws applicable to Uroplasty in connection with any such registration, and Uroplasty will reimburse each said persons for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that Uroplasty will not be liable in any such case (i) to the extent that any such claim, loss, damage, liability or expense arises out of or is based on any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to Uroplasty by or on behalf of any such persons and stated to be specifically for use therein or (ii) insofar as the claim, loss, damage, liability or expense relates to any untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus but eliminated or remedied in the prospectus.
By Uroplasty. Uroplasty shall indemnify, protect, defend, and hold CystoMedix, its parents, subsidiaries, and affiliates, and the respective officers, directors, shareholders, agents, and employees of all of the foregoing, harmless from and against any and all costs, claims, suits, losses, damages, liabilities, and expenses (including reasonable attorney’s fees) arising out of or resulting from (i) manufacturing defects in the Products resulting from other than the use of the Products Design and Manufacturing Specifications of CystoMedix or (ii) the breach by Uroplasty of any representation, warranty, covenant or obligation contained in this Agreement.
By Uroplasty. Uroplasty shall deliver the following instruments, documents and property at the Closing:
(i) stock certificates representing the unescrowed Shares and the Bridge Loan Shares;
(ii) stock certificates representing the Escrowed Shares which shall be delivered to the Escrow Agent together with stock powers thereto endorsed in blank and medallion signature guaranteed;
(iii) the cash portion of the Bridge Loan amount to be repaid at Closing to ▇▇▇▇▇▇▇ pursuant to Section 3.1(c) above;
(iv) the Uroplasty Stock Options; and
(v) the Escrow Agreement, in such form agreed upon by the parties, executed by Uroplasty.
By Uroplasty. Uroplasty shall indemnify, protect, defend, and hold SI.EM, its parents, subsidiaries, and affiliates, and the respective officers, directors, shareholders, agents, and employees of all of the foregoing, harmless from and against any and all costs, claims, suits, losses, damages, liabilities, and expenses (including reasonable attorney’s fees) arising out of or resulting from:
(i) the advertising, marketing and distribution and sale of the Products by Uroplasty, subject to the provisions of Sections 1(g), 1(h) and 1(j);
(ii) the breach by Uroplasty of any representation, warranty, covenant or obligation contained in this Agreement; or
(iii) the use of the Uroplasty Trademarks as permitted under this Agreement.
By Uroplasty. Uroplasty shall indemnify, protect and save CL, which term shall include all officers, directors, employees and agents thereof (hereinafter referred to as “Indemnitees”) harmless from all claims, demands, suits or actions (including attorneys’ fees incurred in connection therewith) arising out of or resulting from the breach by Uroplasty of any representation, warranty, covenant or obligation contained in this Agreement.
By Uroplasty. Uroplasty shall deliver an instruction letter to its stock transfer agent, authorizing the issuances of the Shares and, no later than five Business Days after Closing, Uroplasty shall deliver the stock certificate representing the Shares.