INDEMNIFICATION BY EHC Sample Clauses

INDEMNIFICATION BY EHC. EHC agrees to indemnify and hold harmless Customer, its officers, directors, employees and agents from and against any claims, demands, causes of action and judgments (including reasonable attorneys' fees and court costs) (collectively, "Customer Claims") by any third party arising out of any breach or alleged breach of any of EHC's representations and warranties contained in Section 4.1, provided that Customer gives EHC prompt written notice of the assertion of any such Customer Claim. EHC shall have the option to undertake and control the defense and settlement of any such Customer Claim; provided, however, that Customer may participate in any such proceeding at its own expense with counsel of its own choosing.

INDEMNIFICATION BY EHC. To the extent permitted by law, EHC will indemnify the Company, each of its directors, officers and legal counsel and each Person who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act against all claims, losses, damages and liabilities or actions in respect thereof arising out of or based on any untrue statement or alleged untrue statement of a material fact contained in any such registration statement, prospectus, offering circular or other document relating to the Registrable Securities, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company, such directors, officers, legal counsel, Persons or control persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is made in such registration statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by EHC and stated to be specifically for use therein. In addition, insofar as the foregoing indemnity relates to any such untrue statement or alleged untrue statement or omission or alleged omission made in the preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the registration statement becomes effective or in the final prospectus filed pursuant to Rule 424(b) of the Commission, the indemnity agreement herein shall not inure to the benefit of the Company if a copy of the final prospectus filed pursuant to Rule 424(b) was not furnished to the Person or entity asserting the loss, liability, claim or damage at or prior to the time such furnishing is required by the Securities Act.