Indemnification by each Purchaser. Each Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Company’s directors, officers, agents and employees, and each person, if any, who controls the Company within the meaning of the Securities Act, against any losses, claims, damages, liabilities or expenses to which the Company, the Company’s directors, officers, agents or employees, or any controlling persons may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Purchaser, which consent shall not be unreasonably withheld) insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Purchaser expressly for use therein, and such Purchaser will reimburse the Company, each of its directors, officers, agents and employees, and any controlling persons for any reasonable legal and other expenses incurred by the Company, its directors, officers, agents or employees, or any controlling persons in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action; provided, however, that such Purchaser shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission with respect to which such Purchaser has delivered to the Company in writing a correction of such untrue or alleged untrue statement or omission or alleged omission, before the occurrence of the event from which such loss, claim, damage, liability or expense was incurred. Notwithstanding the provisions of this Section 5(e), such Purchaser shall not be liable for ...
Indemnification by each Purchaser. Each Purchaser shall severally indemnify, defend and hold harmless the Company, its directors and officers, and each Person, if any, who controls the Company within the meaning of Section 15 of the Securities Act (each, a “Company Indemnified Party”) from and against any and all Claims and Losses actually suffered or incurred by such Company Indemnified Parties arising out of or resulting from (a) any untrue statement of a material fact contained in the Registration Statement or Prospectus, or in any amendments or supplements thereto, or any 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 based upon information furnished to the Company by such Purchaser, (b) the breach by such Purchaser of any if its representations or warranties in this Agreement, or (c) the failure of such Purchaser to comply with any of the covenants and agreements in Section 6.1(d) or 6.2 of this Agreement; provided, however, the foregoing indemnities shall not apply to any Claims and Losses arising out of or resulting from the breach by the Company of any if its representations or warranties or the failure of the Company to comply with any of the covenants and agreements in this Agreement.
Indemnification by each Purchaser. Each Purchaser agrees, severally and not jointly, to indemnify the Company from, and hold each of them harmless against, any and all actions, suits, proceedings (including any investigations, litigation, or inquiries), demands and causes of action and, in connection therewith, and promptly upon demand, pay or reimburse each of them for all costs, losses, liabilities, damages, or expenses of any kind or nature whatsoever, including, without limitation, the reasonable fees and disbursements of counsel and all other reasonable expenses incurred in connection with investigating, defending or preparing to defend any such matter that may be incurred by them or asserted against or involve any of them as a result of, arising out of, or in any way related to the breach of any of the representations, warranties or covenants of such Purchaser contained herein or in any certificate or instrument delivered by such Purchaser hereunder; provided that such claim for indemnification relating to a breach of a representation or warranty is made prior to the expiration of such representation or warranty; and provided further, that the Company shall not be entitled to recover special, consequential (including lost profits) or punitive damages under this Section 1.8(b) (other than any such damages to the extent that such damages arise from Third Party Claims); provided further, that in no event will such Purchaser be liable under this Section 1.8(b) for any amount in excess of the sum total of the purchase price set forth on such Purchaser’s signature page to this Agreement.
Indemnification by each Purchaser. Each Purchaser will severally, and not jointly, indemnify the Company and each of its directors and officers against all claims, losses, damages and liabilities, including any of the foregoing incurred as a result of or in settlement of any Proceeding, commenced or threatened (subject to Section 7.3 below), to the extent related to or arising directly or indirectly out of any breach of any representation or warranty made by such Purchaser in this Agreement or any failure to perform or breach by such Purchaser of any covenant, obligation, or undertaking made by such Purchaser in this Agreement and will reimburse such indemnified party for all reasonable legal and other out-of-pocket expenses reasonably incurred by such indemnified party in connection with investigating or defending any such claim, loss, damage, liability or Proceeding, as such expenses are incurred.
Indemnification by each Purchaser. Subject to the other provisions of this Article 9, from and after the Closing Date, each Purchaser shall indemnify, defend and hold harmless the Seller, its Affiliates and each of their respective officers, directors, employees and agents (the “Seller Indemnified Parties”) from and against any Losses incurred by any Seller Indemnified Party as a result of (collectively, the “Seller Indemnity Claims”):
Indemnification by each Purchaser. In connection with the Registration Statement, each such Purchaser agrees to severally and not jointly indemnify, hold harmless and defend, the Company, the directors, officers, members, partners, employees, agents and representatives of the Company, and each Person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act (each, an "Indemnified Party"), against any Claims or Indemnified Damages to which any of them may become subject, under the Securities Act, the Exchange Act or otherwise, insofar as such Claims or Indemnified Damages 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 to the Company by such Purchaser expressly for use in connection with such Registration Statement and, subject to Section 7(c) of this Agreement, such Purchaser will reimburse any legal or other expenses reasonably incurred by an Indemnified Party in connection with investigating or defending any such Claim; provided, however, that the indemnity agreement contained in this Section 7(b) and the agreement with respect to contribution contained in Section 7(d) of this Agreement shall not apply to amounts paid in settlement of any Claim if such settlement is effected without the prior written consent of such Purchaser, which consent shall not be unreasonably withheld or delayed; provided, further, that the Purchaser shall be liable under this Section 7(b) for only that amount of the Claims and Indemnified Damages as does not exceed the proceeds to such Purchasers as a result of the sale of Registrable Securities pursuant to such Registration Statement. Such indemnification agreement shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party and shall survive the transfer of the Registrable Securities by the Purchasers pursuant to Section 9(b) of this Agreement. In no event shall any Purchaser have any liability or obligation to pay for or contribute to any damages caused solely and directly by any other Purchaser.
Indemnification by each Purchaser. Each Purchaser, severally and not jointly, shall indemnify and hold harmless the Company, Holdings and their respective Affiliates, officers, directors and representatives against any Losses to the extent resulting from: (i) any breach of the representations and warranties by such Purchaser set forth in this Agreement, or (ii) any breach by such Purchaser of any covenant or agreement hereunder, other than any Losses resulting from action on the part of any such indemnified party which is finally and judicially determined to be primarily and directly a result of any such indemnified party’s gross negligence or willful misconduct.
Indemnification by each Purchaser. Each Purchaser severally covenants and agrees that it will indemnify, defend, protect and hold harmless, the Company, the Selling Stockholders and respective officers, directors, affiliates, agents, successors and assigns (the Selling Stockholders and such persons or other entities are collectively referred to as "Sellers' Indemnified Persons") at all times from and after the date of this Agreement from and against all Damages resulting from any breach of the representations and warranties of such Purchaser set forth herein or on the schedules or certificates delivered in connection herewith, provided that such Sellers Indemnified Persons assert entitlement to indemnity prior to the Expiration Date applicable with respect to such representations and warranties, and any nonfulfillment of any agreement on the part of such Purchaser under this Agreement.
Indemnification by each Purchaser. Each Purchaser agrees to indemnify, defend and hold harmless each of Investview and the Company and its affiliates and its and their respective officers, directors, employees, representatives and agents from any and all Losses arising out of or with respect to:
Indemnification by each Purchaser. Each Purchaser, severally and not jointly, will indemnify, defend, save and hold harmless the Company from and against any and all Losses incurred or sustained by the Company which shall arise out of or result from any breach of any representation or warranty given or made by such Purchaser herein.
