Common use of Indemnification by Agritope Clause in Contracts

Indemnification by Agritope. To the extent permitted by law, Agritope shall indemnify and hold harmless the Purchaser, each other holder of Eligible Shares being registered, and the officers, directors, partners, agents, and employees of each holder or any underwriter (as defined in the 0000 Xxx) of such Eligible shares, and each person, if any, who controls the Purchaser, each other such holder 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 (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 any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violationor alleged violation by Agritope of the 1933 Act, the 1934 Act, any state securities law, or any rule or regulation promulgated under the 1933 Act, the 1934 Act, or any state securities law. Agritope shall reimburse the Purchaser and each such holder, officer, director, partner, agent, employee, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. The indemnity agreement contained in this subsection 5.7(a) shall not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such settlement is effected without the consent of Agritope (which consent shall not be unreasonably withheld), nor shall Agritope be liable to the Purchaser or such other holder in any such case for any such loss, claim, damage, liability, or action (A) 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 or on behalf of the Purchaser, such other holder, or such underwriter or controlling person or (B) in the case of a sale directly by the Purchaser or such other holder of the Eligible Shares (including a sale of such Eligible Shares through any underwriter retained by the Purchaser or such other holder to engage in a distribution solely on behalf of the Purchaser or such other holder), if such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and the Purchaser or such other holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Eligible Shares to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the 1933 Act.

Indemnification by Agritope. To the extent permitted by law, Agritope shall indemnify and hold harmless the Purchaser, each other holder of the Eligible Shares being registeredShares, and the officers, directors, partners, agents, and employees of each holder or any underwriter (as defined in the 0000 Xxx1933 Act) of for such Eligible sharesholder, and xxd each person, if any, who controls the Purchaser, each other such holder or such underwriter within the meaning of the 1933 Act or the United States Securities Exchange Act of 1934, as amended (the "1934 Act"), against any losses, claims, 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 (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 any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violationor violation or alleged violation by Agritope of the 1933 Act, the 1934 Act, any state securities law, or any rule or regulation promulgated under the 1933 Act, the 1934 Act, or any state securities law. Agritope shall reimburse the Purchaser and each such holder, officer, director, partner, agent, employee, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. The indemnity agreement contained in this subsection 5.7(a) shall not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such settlement is effected without the consent of Agritope (which consent shall not be unreasonably withheld), nor shall Agritope be liable to the Purchaser or such other a holder in any such case for any such loss, claim, damage, liability, or action (A) 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 or on behalf of the Purchaser, such other holder, or such underwriter or controlling person or (B) in the case of a sale directly by the Purchaser or such other a holder of the Eligible Shares (including a sale of such Eligible Shares through any underwriter retained by the Purchaser or such other holder to engage in a distribution solely on behalf of the Purchaser or such other holder), if such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and the Purchaser or such other holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Eligible Shares to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the 1933 Act.

Indemnification by Agritope. To the extent permitted by law, Agritope the Company shall indemnify and hold harmless the Purchaser, each other holder of Eligible Shares being registered, Warrantholder and the its officers, directors, partners, agents, and employees of each holder or any underwriter (as defined in the 0000 1000 Xxx) of such Eligible sharesWarrant Shares, and each person, if any, who controls the Purchaser, each other such holder or such underwriter within the meaning of the 1933 Act or the 1934 Act, Warrantholder against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the 1933 Act, the Securities Exchange Act of 1934, as amended (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 (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 any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violationor violation or alleged violation by Agritope of the 1933 Act, the 1934 Act, any state securities law, or any rule or regulation promulgated under the 1933 Act, the 1934 Act, or any state securities law. Agritope shall reimburse the Purchaser Warrantholder and each such holder, officer, director, partner, agent, employee, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. The This indemnity agreement contained in this subsection 5.7(a) shall not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such settlement is effected without the consent of Agritope (which consent shall not be unreasonably withheld), nor shall Agritope be liable to the Purchaser Warrantholder or such other holder in any such case for any such loss, claim, damage, liability, or action (A) 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 or on behalf of the PurchaserWarrantholder, such other holder, or such underwriter or controlling person or (B) in the case of a sale directly by the Purchaser Warrantholder or such other holder of the Eligible Warrant Shares (including a sale of such Eligible Warrant Shares through any underwriter retained by the Purchaser Warrantholder or such other holder to engage in a distribution solely on behalf of the Purchaser Warrantholder or such other holder), if such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and the Purchaser Warrantholder or such other holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Eligible Warrant Shares to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the 1933 Act.

Indemnification by Agritope. To the extent permitted by law, Agritope shall indemnify and hold harmless the Purchaser, each other holder of Eligible Shares being registered, and the officers, directors, partners, agents, and employees of each holder or any underwriter (as defined in the 0000 Xxx1933 Act) of such Eligible sharesElxxxxxx xhares, and each person, if any, who controls the Purchaser, each other such holder or such underwriter within the meaning of the 1933 Act or the United States Securities Exchange Act of 1934, as amended (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 (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 any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violationor violation or alleged violation by Agritope of the 1933 Act, the 1934 Act, any state securities law, or any rule or regulation promulgated under the 1933 Act, the 1934 Act, or any state securities law. Agritope shall reimburse the Purchaser and each such holder, officer, director, partner, agent, employee, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability, or action. The indemnity agreement contained in this subsection 5.7(a) shall not apply to amounts paid in settlement of any loss, claim, damage, liability, or action if such settlement is effected without the consent of Agritope (which consent shall not be unreasonably withheld), nor shall Agritope be liable to the Purchaser or such other holder in any such case for any such loss, claim, damage, liability, or action (A) 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 or on behalf of the Purchaser, such other holder, or such underwriter or controlling person or (B) in the case of a sale directly by the Purchaser or such other holder of the Eligible Shares (including a sale of such Eligible Shares through any underwriter retained by the Purchaser or such other holder to engage in a distribution solely on behalf of the Purchaser or such other holder), if such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and the Purchaser or such other holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Eligible Shares to the person asserting any such loss, claim, damage or liability in any case where such delivery is required by the 1933 Act.