Common use of Cooperation and Indemnification Clause in Contracts

Cooperation and Indemnification. The Corporation agrees to indemnify and hold harmless the Subscriber against any losses, damages or liabilities to which the Subscriber may become subject under the 1933 Act or otherwise insofar as said losses damages or liabilities (or actions in respect thereof) relate to the sale of stock by them in connection with such registration statement, arising from any untrue statement or alleged untrue statement of material fact or from the omission or the alleged omission therein of a material fact required to be stated therein or necessary to make the statements therein not misleading; but such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with information furnished by the Subscriber for use in the preparation thereof. The Corporation agrees to reimburse the Subscriber for any legal or other expenses reasonably incurred in connection with any such loss, damage or liability. The Subscriber agrees to cooperate fully with the Corporation in the preparation and filing of any registration statement which includes any Registrable Securities owned by the Subscriber. The Subscriber will provide at its own expense and in writing to the Corporation all information and data with respect to itself and to its plan of distribution as shall be required by the rules and regulations of the SEC to be included in any such registration statement. The Subscriber further agrees to indemnify and hold harmless the Corporation, each of its directors, and each of its officers who has signed such registration statement (or any amendments thereof) and each person, if any, who controls the Corporation, within the meaning of the 1933 Act, against any losses, damages or liabilities to which the Corporation, or any such director, officer or controlling person of the Corporation may become subject under the 1933 Act or otherwise, insofar as said losses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement (or any amendment thereof) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished by the Subscriber for use in the preparation thereof. The Subscriber agrees to reimburse the Corporation and any such director, officer or controlling person for any legal or other expenses reasonably incurred in connection with any such loss, damage or liability.

Cooperation and Indemnification. (i) The Corporation agrees to Members agree that they will provide all required cooperation and furnish all necessary information and enter into such agreements customarily required of Selling Stockholders in connection with the preparation of the Registration Statement filed under the terms of this Section 6.3, and the Members will represent and warrant the accuracy and completeness of all written information regarding the Members which is furnished by the Members for inclusion in the Registration Statement and will indemnify and hold Activision, and its directors, officers, shareholders, and underwriters harmless the Subscriber from and against any lossesliability, damages loss or liabilities to which the Subscriber may become subject under the 1933 Act damage (including costs and reasonable attorneys' fees), incurred by or otherwise insofar as said losses damages sustained by, or liabilities (or actions in respect thereof) relate to the sale asserted against, any of stock by them in connection with such registration statementthem, arising from out of or based on any untrue statement (or alleged untrue statement statement) of a material fact contained in the information provided by the Members or from the based on any omission (or the alleged omission therein of omission) to state a material fact required to be stated therein or necessary to make the statements therein not misleading; but such indemnity . (ii) Activision shall apply only to indemnify and hold the extent that such Members harmless from and against any liability, loss or damage (including costs and reasonable attorneys' fees) incurred by or sustained by, or asserted against, any of them, arising out of or based on any untrue statement (or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with information furnished by the Subscriber for use in the preparation thereof. The Corporation agrees to reimburse the Subscriber for any legal or other expenses reasonably incurred in connection with any such loss, damage or liability. The Subscriber agrees to cooperate fully with the Corporation in the preparation and filing statement) of any registration statement which includes any Registrable Securities owned by the Subscriber. The Subscriber will provide at its own expense and in writing to the Corporation all information and data with respect to itself and to its plan of distribution as shall be required by the rules and regulations of the SEC to be included in any such registration statement. The Subscriber further agrees to indemnify and hold harmless the Corporation, each of its directors, and each of its officers who has signed such registration statement (or any amendments thereof) and each person, if any, who controls the Corporation, within the meaning of the 1933 Act, against any losses, damages or liabilities to which the Corporation, or any such director, officer or controlling person of the Corporation may become subject under the 1933 Act or otherwise, insofar as said losses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the registration statement Registration Statement, or based on any omission (or any amendment thereofalleged omission) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; such indemnity shall apply only , except to the extent that such untrue statement of material fact (or alleged untrue statement statement) or omission (or alleged omission was made in reliance upon and in conformity with omission) related to information regarding the Members which is furnished by the Subscriber Members for use inclusion in the preparation thereof. The Subscriber agrees to reimburse the Corporation and any such director, officer or controlling person for any legal or other expenses reasonably incurred in connection with any such loss, damage or liabilityRegistration Statement.

Cooperation and Indemnification. The Corporation Seller agrees to indemnify and hold harmless the Subscriber against any losses, damages or liabilities to which the Subscriber may become subject under the 1933 Act or otherwise insofar as said losses damages or liabilities (or actions in respect thereof) relate to the sale of stock by them in connection with such registration statement, arising from any untrue statement or alleged untrue statement of material fact or from the omission or the alleged omission therein of a material fact required to be stated therein or necessary to make the statements therein not misleading; but such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with information furnished by the Subscriber for use in the preparation thereof. The Corporation agrees to reimburse the Subscriber for any legal or other expenses reasonably incurred in connection with any such loss, damage or liability. The Subscriber agrees to cooperate fully with the Corporation in the preparation and filing of any registration statement which includes any Registrable Securities owned by the Subscriber. The Subscriber will provide at its own expense and in writing to the Corporation all information and data with respect to itself and to its plan of distribution as shall be required by the rules and regulations of the SEC to be included in any such registration statement. The Subscriber further agrees to indemnify and hold harmless the CorporationPurchaser, each of its directors, and each of its officers who has signed such any registration statement filed by Purchaser pursuant to this Agreement (or any amendments amendment thereof) and each person, if any, who controls the CorporationPurchaser, within the meaning of the 1933 Act, against any losses, damages or liabilities to which the CorporationPurchaser, or any such director, officer or controlling person of the Corporation Purchaser may become subject under the 1933 such Act or otherwise, insofar as said losses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the such registration statement (or any amendment thereof) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; that such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished by the Subscriber Seller for use in the preparation thereof. The Subscriber Seller agrees to reimburse the Corporation Purchaser and any such director, officer or controlling person for any legal or other expenses reasonably incurred in connection with any such loss, damage or liability.. The Purchaser agrees to indemnify and hold harmless the Seller, each of its directors, each of its officers, and each person, if any, who controls Seller, within the meaning of the Act, against any losses, damages or liabilities to which the Seller, or any such director, officer or controlling person of the Seller may become subject under the Act or otherwise insofar as said losses, damages or liabilities (or actions in respect thereof), arise out of or are based upon any untrue statement or alleged untrue statement of material fact contained in such registration statement (or any amendment thereof) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; but such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in

Cooperation and Indemnification. The Corporation Company agrees to indemnify and hold harmless the Subscriber undersigned against any losses, damages or liabilities to which the Subscriber undersigned may become subject under the 1933 Act or otherwise insofar as said losses damages or liabilities (or actions in respect thereof) relate to the sale of stock by them in connection with such registration statement, arising from any untrue statement or alleged untrue statement of material fact or from the omission or the alleged omission therein of a material fact required to be stated therein or necessary to make the statements therein not misleading; but such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was not made in reliance upon and in conformity with information furnished by the Subscriber undersigned for use in the preparation thereof. The Corporation Company agrees to reimburse the Subscriber undersigned for any legal or other expenses reasonably incurred in connection with any such loss, damage or liability. The Subscriber undersigned agrees to cooperate fully with the Corporation Company in the preparation and filing of any registration statement which includes any Registrable Securities owned by the Subscriberundersigned. The Subscriber undersigned will provide at its own expense and in writing to the Corporation Company all information and data with respect to itself and to its plan of distribution as shall be required by the rules and regulations of the SEC to be included in any such registration statement. The Subscriber undersigned further agrees to indemnify and hold harmless the CorporationCompany, each of its directors, and each of its officers who has signed such registration statement (or any amendments thereof) and each person, if any, who controls the CorporationCompany, within the meaning of the 1933 Act, against any losses, damages or liabilities to which the CorporationCompany, or any such director, officer or controlling person of the Corporation Company may become subject under the 1933 such Act or otherwise, insofar as said losses, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement (or any amendment thereof) or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; such indemnity shall apply only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with information furnished by the Subscriber undersigned for use in the preparation thereof. The Subscriber undersigned agrees to reimburse the Corporation Company and any such director, officer or controlling person for any legal or other expenses reasonably incurred in connection with any such loss, damage or liability.