Indemnification by the Subscriber. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER, each officer and director of the ISSUER, and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER and such persons for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares sold by the SUBSCRIBER pursuant to the registration statement.
Indemnification by the Subscriber. The Subscriber agrees to indemnify and hold harmless the Issuer, its controlling persons (within the meaning of Section 15 of the Securities Act and Section 20 of the Securities Exchange Act) and their respective directors, officers, agents, shareholders and employees, from and against any and all liabilities, loss, cost or damage, together with all reasonable costs and expenses related thereto (including reasonable legal and accounting fees and expenses), arising from, relating to, or connected with the untruth, inaccuracy or breach of any statement, representation, warranty or covenant of the Subscriber contained in this Agreement.
Indemnification by the Subscriber. The Subscriber agrees to indemnify and hold harmless the Company and its affiliates and its and their respective directors, officers, trustees, members, managers, employees and agents, and their respective successors and assigns, from and against any and all Losses to which such Person may become subject as a result of any breach of representation, warranty, covenant or agreement made by or to be performed on the part of the Company hereunder, and will reimburse any such Person for all such amounts as they are incurred by such Person.
Indemnification by the Subscriber. The subscriber agrees to indemnify and hold harmless the Company, and each underwriter and each of their respective partners, directors, officers and employees (including each officer of the Company who signed the Registration Statement), and each person, if any, who controls the Company or any underwriter within the meaning of Section 15 of the Act, against any and all losses, liabilities, claims, damages, judgments and expenses described in the indemnity contained in paragraph (a) of this Section (provided that any settlement of the type described therein is effected with the written consent of the subscriber), as incurred, but only with respect to untrue statements or alleged untrue statements of a material fact contained in any prospectus or the omissions or alleged omissions therefrom of a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, in any such case made in reliance upon and in conformity with written information furnished to the Company by the subscriber expressly for use in such Registration Statement (or any amendment thereto) or such prospectus (or any amendment or supplement thereto).
Indemnification by the Subscriber. The Subscriber shall indemnify and hold the Class B Limited Partner, and its directors, officers, employees, and agents, acting as such, harmless from and against all Damages suffered or paid, directly or indirectly, by Class B Limited Partner arising out of (i) the breach of any representation or warranty made by the Subscriber in this Agreement or the Transaction Agreements; (ii) any failure by the Subscriber to perform any covenant or obligation contained in this Agreement or the Transaction Agreements; or (iii) the failure by the Subscriber to perform any of its obligations under the Fund Agreements or Delayed Fund Agreements as assumed pursuant to this transaction.
Indemnification by the Subscriber. The Subscriber shall indemnify the Corporation from and against all losses, costs, damages, expenses and liabilities including reasonable legal fees, which may be suffered or incurred by the Corporation arising out of, as a result of or relating in any manner whatsoever to any misrepresentation or breach of warranty made by such Subscriber in this Agreement, which indemnification shall continue in full force and effect for the benefit of the Corporation for the periods set forth in Article 8.
Indemnification by the Subscriber. The Subscriber will indemnify and hold harmless the Company, each of its directors, each of its officers who sign the Registration Statement 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, each of its directors, each of its officers who sign the Registration Statement or controlling person may become subject, under the Securities Act, the Exchange Act, or any other federal or state statutory law or regulation insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof as contemplated below) arise out of or are based upon (i) any failure on the part of the Subscriber to comply with the covenants and agreements contained in Section 7.2 of this Agreement respecting the sale of the Registrable Shares or (ii) the inaccuracy of any representation or warranty made by the Subscriber in this Agreement or (iii) any untrue or alleged untrue statement of any material fact contained in the Registration Statement, the Prospectus, or any amendment or supplement to the Registration Statement or Prospectus, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of the Prospectus only, in light of the circumstances under which they were made), 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 the Subscriber expressly for use therein; provided, however, that the Subscriber shall not be liable for any such untrue or alleged untrue statement or omission or alleged omission of which the Subscriber has delivered to the Company in writing a correction at least ten business days before the occurrence of the transaction from which such loss was incurred, and the Subscriber will reimburse the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person for any legal and other expense reasonably incurred by the Company, each of its directors, each of its officers who signed the Registration Statement or controlling person in connection with investigating, defending, settling...
Indemnification by the Subscriber. The Subscriber agrees to defend Toybox from and against any demand, suit, action or other claim by a third party that is related to or arises from Comments or the web pages (including the content thereof) its submits to the System (each a “Subscriber-Related Claim”), and to indemnify Toybox for settlement amounts or damages, liabilities, costs and expenses (including reasonable attorneys’ fees) awarded and arising out of any such the Subscriber- Related Claim.
Indemnification by the Subscriber. The Subscriber agrees to indemnify and hold Xxxxx, its directors, employees, suppliers, and agents, harmless from any claim, demand, loss, liability, damage, or expense (including reasonable legal fees) arising from:
Indemnification by the Subscriber. The SUBSCRIBER agrees to indemnify and hold harmless the ISSUER and each person, if any, who controls the ISSUER within the meaning of the Securities Act and/or the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which the ISSUER or such controlling person may become subject, under the Securities Act, Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any Non-Indemnity Event; and will reimburse the ISSUER for any legal or other expenses reasonably incurred by the ISSUER in connection with investigating or defending any such loss, claim, damage, liability or action provided that such loss, claim, damage or liability is found ultimately to arise out of or be based upon any Non-Indemnity Event; provided that the maximum amount of the indemnification payments by SUBSCRIBER shall not exceed the net sale proceeds of any of the Shares or shares of Common Stock underlying the Purchase Option held by the SUBSCRIBER.
