Common use of Investor Indemnity Clause in Contracts

Investor Indemnity. The Investor will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance, is being effected, indemnify the Company, each of its directors, officers, partners, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the rules and regulations thereunder, each other Investor (if any), and each of their officers, directors and partners, and each person controlling such other Investor (if any), and each of their officers, directors, and partners, and each person controlling such other Investor 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 (or any amendment thereto) or prospectus or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and will reimburse the Company and its directors, officers and partners, or control persons for any reasonable legal or any other expenses reasonably incurred in connection with investigating and 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 or prospectus in reliance upon and in conformity with written information furnished to the Company by the Investor and stated to be specifically for use therein, and provided that no Investor shall be liable under this indemnity for an amount in excess of the proceeds received by the Investor from the sale of the Registrable Securities pursuant to such Registration Statement; provided, however, that nothing contained herein shall limit the Investor's obligation to provide indemnification pursuant to the Warrant. In addition to any other information furnished in writing to the Company by the warrant holder, the information in the Registration Statement concerning the Investor under the captions "Selling Shareholders" (or any similarly captioned Section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the extent it conforms to information supplied in writing by the Investor or on behalf thereof. The indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the written consent of the Investor (which consent shall not be unreasonably withheld).

Investor Indemnity. The Each Investor will, severally and not jointly, if Registrable Securities Warrant Shares held by it are included in the securities as to which such registration, qualification or compliance, compliance is being effected, indemnify the CompanyACTV, each of its directors, officers, partners, and each underwriter, if any, of the CompanyACTV's securities covered by such a registration statement, each person who controls the Company ACTV or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the rules and regulations thereunder, each other Investor (if any), and each of their officers, directors and partners, and each person controlling such other Investor (if any), and each of their officers, directors, and partners, and each person controlling such other Investor Investor(s) 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 (statement, prospectus, offering circular or any amendment thereto) or prospectus other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and will reimburse the Company ACTV and its such other Investor(s) and their directors, officers and partners, underwriters or control persons for any reasonable legal or any other expenses reasonably incurred in connection with investigating and 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 statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company ACTV by the such Investor and stated to be specifically for use therein, and provided that no the maximum amount for which such Investor shall be liable under this indemnity for an amount in excess of shall not exceed the net proceeds received by the such Investor from the sale of the Registrable Securities pursuant to such Registration Statement; provided, however, that nothing contained herein shall limit the Investor's obligation to provide indemnification pursuant to the Warrant. In addition to any other information furnished in writing to the Company by the warrant holder, the information in the Registration Statement concerning the Investor under the captions "Selling Shareholders" (or any similarly captioned Section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the extent it conforms to information supplied in writing by the Investor or on behalf thereofWarrant Shares. The indemnity agreement contained in this Section 5(b7(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the written consent of the such Investor (which consent shall not be unreasonably withheld).

Investor Indemnity. The Each Investor will, severally and not jointly, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance, compliance is being effected, indemnify and hold harmless the Company, each of its directors, officers, agents and partners, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the rules and regulations thereunder, each other Investor (if any), and each of their officers, directors and partners, and each person controlling such other Investor (if any), and each of their officers, directors, and partners, and each person controlling such other Investor Investor(s) 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 (statement, prospectus, offering circular or any amendment thereto) or prospectus other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the a statement therein not misleadingmisleading in light of the circumstances under which they were made, and will reimburse the Company and its such other Investor(s) and their directors, officers and partners, partners or control persons for any reasonable legal or any other expenses reasonably incurred in connection with investigating and 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 Canadian Prospectus, registration statement statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by the such Investor and stated to be specifically for use therein, and provided that no the maximum amount for which such Investor shall be liable under this indemnity for an amount in excess of shall not exceed the net proceeds received by the such Investor from the sale of the Registrable Securities pursuant to such Registration Statement; provided, however, that nothing contained herein shall limit the Investor's obligation to provide indemnification pursuant to the Warrant. In addition to any other information furnished registration statement in writing to the Company by the warrant holder, the information in the Registration Statement concerning the Investor under the captions "Selling Shareholders" (or any similarly captioned Section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the extent it conforms to information supplied in writing by the Investor or on behalf thereofquestion. The indemnity agreement contained in this Section 5(b5.6(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the written consent of the such Investor (which consent shall not be unreasonably withheld).

Investor Indemnity. The Investor will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance, compliance is being effected, indemnify the Company, each of its officers and directors, officers, partners, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person Entity who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the rules and regulations thereunder, each other Investor (if any), and each of their officers, directors and partners, and each person controlling such other Investor (if any), and each of their officers, directors, and partners, and each person controlling such other Investor 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 the Registration Statement under which Registrable Securities were registered under the Securities Act pursuant to this Agreement, any such registration statement (preliminary or final prospectus contained therein, or any amendment thereto) or prospectus supplement thereof, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and will reimburse the Company and its officers and directors, officers and partnerseach Entity controlling the Company, or control persons for any reasonable legal or any other expenses reasonably incurred in connection with investigating and 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 Registration Statement, preliminary or final prospectus contained therein or amendment or supplement thereof in reliance upon and in conformity with written information furnished to the Company by the Investor and stated to be specifically for use therein, and provided that no the Investor shall not be liable under this indemnity for an amount in excess of the gross proceeds received by the Investor from the sale of the Registrable Securities pursuant to such Registration Statement; provided, however, that nothing contained herein shall limit the Investor's obligation to provide indemnification pursuant to the Warrant. In addition to any other information furnished in writing to the Company by the warrant holder, the information in the Registration Statement concerning the Investor under the captions "Selling Shareholders" (or any similarly captioned Section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the extent it conforms to information supplied in writing by the Investor or on behalf thereof. The indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the written consent of the Investor (which consent shall not be unreasonably withheld).

Investor Indemnity. The Investor will, if Registrable Securities held by it are included in the securities as to which such registration, qualification or compliance, compliance is being effected, indemnify the Company, each of its directors, officers, partners, and each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act 6 7 or Section 20 of the Exchange Act and the rules and regulations thereunder, each other Investor (if any), and each of their officers, directors and partners, and each person controlling such other Investor (if any), and each of their officers, directors, and partners, and each person controlling such other Investor 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 (or any amendment thereto) ), prospectus, offering circular or prospectus other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statement therein not misleading, and will reimburse the Company and its directors, officers and partners, or control persons for any reasonable legal or any other expenses reasonably incurred in connection with investigating and 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 statement, prospectus, offering circular or prospectus other document in reliance upon and in conformity with written information furnished to the Company by the Investor and stated to be specifically for use therein, and provided that no Investor shall be liable under this indemnity for an amount in excess of the proceeds received by the Investor from the sale of the Registrable Securities pursuant to such Registration Statement; provided, however, that nothing contained herein shall limit the Investor's obligation to provide indemnification pursuant to the Warrant. In addition to any other information furnished in writing to the Company by the warrant holder, the information in the Registration Statement concerning the Investor under the captions "Selling Shareholders" (or any similarly captioned Section containing the information required pursuant to Item 507 of Regulation S-K promulgated pursuant to the Securities Act) and "Plan of Distribution" (or any similarly captioned Section containing information required pursuant to Item 508 of Regulation S-K) shall be deemed information furnished in writing to the Company by the Investor to the extent it conforms to information actually supplied in writing by the Investor or on behalf thereofInvestor. The indemnity agreement contained in this Section 5(b) shall not apply to amounts paid in settlement of any such claims, losses, damages or liabilities if such settlement is effected without the written consent of the Investor (which consent shall not be unreasonably withheld).