Common use of Securities Indemnification Clause in Contracts

Securities Indemnification. (a) Each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, shall protect, indemnify and hold LS Capital and Xxxxxxx harmless from any and all demands, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damages, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising out of or based upon (a) any untrue statement or alleged untrue statement of any material fact contained in or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, (b) 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, or (c) any material violation by the indemnifying party of any rule or regulation promulgated under the Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party in connection with any such registration; provided, however, that the indemnifying party shall be liable in the case of (a) and (b) above only if and to the extent that the event giving rise to indemnification arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in conformity with information furnished by the indemnifying party in writing specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the indemnifying party.

Securities Indemnification. (a) Each In the event of Zeotecha registration of any Registerable Securities under the Securities Act pursuant to Section 13, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, shall protect, Patterson will indemnify and hold LS Capital harmless each Holder who hax Xxxxxxxrable Securities covered by such registration statement and Xxxxxxx harmless from any and all demandsother Person, if any, who controls such Holder within the meaning of Section 15 of the Securities Act, against any losses, claims, actionsdamages or liabilities, causes of actionsjoint or several, lawsuitsto which such Holder or such controlling Persons may become subject under the Securities Act or otherwise, proceedings, investigations, judgments, insofar as such losses, damagesclaims, injuries, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees), arising damages or liabilities or actions in respect thereof arise out of or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in or incorporated by reference into the any registration statement under which such Registerable Securities were registered under the Xxxxxxx Shares are registered pursuant to Section 6Securities Act, any preliminary prospectus distributed with the consent of Patterson or final prospectus contained thereinin such effective regxxxxxxxxx statement, or any amendment thereof or supplement thereto, (b) or arise out of or are based upon 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, and will reimburse such Holder and each such controlling Person for any legal or (c) any material violation other expenses reasonably incurred by the indemnifying party of any rule or regulation promulgated under the Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party them in connection with investigating or defending any such registrationloss, claim, damage, liability or action; provided, however, that the indemnifying party shall Patterson will not be liable in the any such case of (a) and (b) above only if and to the extent that the event giving rise to indemnification any xuch loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, such preliminary prospectus, such final prospectus or such amendment or supplement, in reliance upon and in conformity with written information furnished to Patterson by the indemnifying party in writing or on behalf of such Holder or a controlling Person of xxch Holder specifically for use in the registration statement or prospectus or information contained in a writing that has been expressly approved or deemed approved by the indemnifying partypreparation thereof.

Securities Indemnification. (a) Each of Zeotech, Hemsted, Groves, KJM, XxXxxxxx, and Xxxxxxxx, severally but not jointly, shall protect, Chequemate hereby agrees to indemnify and hold LS Capital harmless the Seller, including any other holder of Shares, and Xxxxxxx harmless from their respective directors, officers, agents and advisers (collectively, the "Agents") and each person, if any, who controls within the meaning of Section 15 of the Securities Act (the "Control Person") the Seller or any and all demandssuch holder against any losses, claims, actionsdamages or liabilities, causes joint or several, to which the Seller, any such other holder of actionsShares, lawsuitsany such Agent, proceedingsor any such Control Person may become subject, investigationsunder the Securities Act, judgmentsthe Exchange Act or any other Federal or state law, including common law, insofar as such losses, damagesclaims, injuries, liabilities, obligations, expenses and costs damages or liabilities (including costs of litigation and attorneys' fees), arising or actions in respect thereof) arise out of or are based upon (ai) any untrue statement or alleged untrue statement of any a material fact contained in or incorporated by reference into the (A) a registration statement filed for any registration under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement theretothis Agreement, (bB) in any Blue Sky Law application or other document executed by Chequemate specifically for such registration or (C) based upon information furnished by Chequemate filed in any state or other jurisdiction in order to qualify any or all of the Shares under the securities laws thereof (any such application, document or information in (B) and (C) above being hereinafter referred to as a "Blue Sky Application"); (ii) the omission or alleged omission to state in such registration statement or Blue Sky Application a material fact required to be stated therein or necessary to make the statements therein not misleading; or (iii) any untrue statement or alleged untrue statement of a material fact contained in such registration statement or Blue Sky Application or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will reimburse such parties for any reasonable attorneys' fees or (c) other expenses reasonably incurred by them or any material violation by the indemnifying party of any rule or regulation promulgated under the Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party them in connection with investigating or defending against any such registrationloss, claim, damage, liability or action; provided, however, that the indemnifying party shall Chequemate will not be liable or responsible for reimbursement of expenses in the any such case of (a) and (b) above only if and to the extent that the event giving rise to indemnification any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with written information furnished to Chequemate by the indemnifying or on behalf of such indemnified party in writing specifically for use with reference to or in the preparation of a registration statement statement, any such pre- or prospectus post-effective amendment or information supplement thereof, or any Blue Sky Application. This indemnity agreement is in addition to any liability which Chequemate may otherwise have. The indemnity agreement of Chequemate contained in a writing that has been expressly approved this Section 14.15 shall remain operative and in full force and effect regardless of any investigation made by or deemed approved on behalf of any of the Seller, any other holder of Shares, any Agent or any Control Person and shall survive the registration and sale of any Shares by the indemnifying partySeller or any such holder.

Securities Indemnification. (a) Each The Company will indemnify the Investor, each of Zeotechits officers, Hemsted, Groves, KJM, XxXxxxxxdirectors and partners, and Xxxxxxxxeach Person controlling such Investor within the meaning of Section 15 of the Securities Act, severally but not jointlywith respect to which registration, shall protectqualification or compliance has been effected pursuant to this Section 10, indemnify and hold LS Capital each underwriter, if any, and Xxxxxxx harmless from each Person who controls any and underwriter within the meaning of Section 15 of the Securities Act, against all demandsexpenses, claims, actions, causes of actions, lawsuits, proceedings, investigations, judgments, losses, damagesdamages or liabilities (or actions in respect thereof), injuriesincluding any of the foregoing incurred in settlement of any litigation, liabilities, obligations, expenses and costs (including costs of litigation and attorneys' fees)commenced or threatened, arising out of or based upon (a) on any untrue statement (or alleged untrue statement statement) of any a material fact contained in any registration statement, prospectus, offering circular or incorporated by reference into the registration statement under which the Xxxxxxx Shares are registered pursuant to Section 6, any preliminary prospectus or final prospectus contained thereinother document, or any amendment or supplement thereto, incident to any such registration, qualification or compliance, or based on any omission (b) the omission or alleged omission omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances in which they were made, not misleading, or (c) any material violation by the indemnifying party Company of the Securities Act or any rule or regulation promulgated under the Securities Act applicable to the indemnifying party and relating to action or inaction by the indemnifying party Company in connection with any such registration; provided, howeverqualification or compliance, and the Company will reimburse the Investor, each of its officers and directors, and each Person controlling the Investor, each such underwriter and each Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating, preparing or defending any such claim, loss, damage, liability or action, provided that the indemnifying party shall Company will not be liable in the any such case of (a) and (b) above only if and to the extent that the event giving rise to indemnification any such claim, loss, damage, liability or expense arises out of or is based upon an untrue statement or alleged on any untrue statement or omission or alleged omission untrue statement or omission, made in reliance upon and in conformity with written information furnished to the Company by an instrument duly executed by the indemnifying party in writing Investor, controlling Person or underwriter and stated to be specifically for use therein. The procedures governing the securities indemnification obligations of the Company under this Section 10.8 shall be as set forth in Section 9. The indemnification obligations of the registration statement or prospectus or information contained Company under this Section 10.8 shall be in a writing that has been expressly approved or deemed approved by addition to the indemnifying partyindemnification obligations of the Company under Section 9.