Common use of Purchaser's Indemnification of Seller Clause in Contracts

Purchaser's Indemnification of Seller. Purchaser hereby agrees that, notwithstanding the Closing and the delivery of instruments of conveyance, Purchaser will indemnify, defend, save and hold Seller and its stockholders, directors, employees, agents and affiliates (collectively "Indemnified Persons of Purchaser") harmless from and against any and all liabilities, losses, damages, claims, deficiencies, costs and expenses (including, without limitation, reasonable attorney fees and other costs and expenses incident to any suit, action or proceeding) arising out of or resulting from and will pay to Seller the amount of damages suffered thereby together with any amount which it may pay or become obligated to pay (collectively, "Seller's Damages") on account of: (a) the breach or inaccuracy of any warranty or representation by Purchaser herein or any misstatement of a fact or facts herein made by Purchaser; (b) the failure by Purchaser to state or disclose a material fact herein necessary in order to make the facts herein stated or disclosed not misleading; (c) any failure of Purchaser to perform or observe any term, provision, covenant or condition hereunder on the part of it to be performed or observed; or (d) any act performed, transaction entered into, or state of facts suffered to exist by Purchaser in violation of the terms of this Agreement. In the event of any claim by an Indemnified Person of Purchaser under this Article XII, such Person shall be entitled to exercise all remedies provided by law and/or equity with respect thereto.

Purchaser's Indemnification of Seller. Purchaser hereby agrees thatTo the extent permitted by law, notwithstanding the Closing and the delivery of instruments of conveyance, Purchaser will indemnifyindemnify Seller, defend, save and hold Seller and each of its stockholdersofficers, directors, employeesand constituent partners, agents legal counsel for Seller, and affiliates (collectively "Indemnified Persons each person controlling Seller, with respect to which Registration, qualification, or compliance of Purchaser") harmless from the Embarcadero Shares has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter against any and all liabilitiesclaims, losses, damages, claimsliabilities, deficiencies, costs and expenses (including, without limitation, reasonable attorney fees and other costs and expenses incident to any suit, action or proceeding) arising out of or resulting from and will pay to Seller the amount of damages suffered thereby together with any amount which it may pay or become obligated to pay actions in respect thereof (collectively, "Seller's Damages") on account of: to the extent such Damages arise out of or are based upon any untrue statement (aor alleged untrue statement) the breach or inaccuracy of any warranty or representation by Purchaser herein or any misstatement of a fact or facts herein made by Purchaser; (b) the failure by Purchaser to state or disclose a material fact herein contained in any prospectus or other document (including any related registration statement) incident to any such Registration, qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the facts herein stated or disclosed statements therein not misleading; (c) , or any failure violation by Purchaser of any rule or regulation promulgated under the Act applicable to Purchaser and relating to action or inaction required of Purchaser in connection with any such Registration, qualification, or compliance; and Purchaser will reimburse Seller, underwriter, and each person who controls Seller or the underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability, or action; provided, however, that the indemnity contained in this Section 3.5 shall not apply to perform amounts paid in settlement of any such Damages if settlement is effected without the consent of Purchaser (which consent shall not unreasonably be withheld); and provided, further, that Purchaser will not be liable in any such case to the extent that any such Damages arise out of or observe are based upon any termuntrue statement or omission based upon written information furnished to Purchaser by Seller, provisionthe underwriter, covenant or condition hereunder on the part of it any controlling person and stated to be performed or observed; or (d) any act performed, transaction entered into, or state for use in connection with the offering of facts suffered to exist by Purchaser in violation securities of the terms of this Agreement. In the event of any claim by an Indemnified Person of Purchaser under this Article XII, such Person shall be entitled to exercise all remedies provided by law and/or equity with respect theretoPurchaser.