Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.
Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company who signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or in any related Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to Xxxxx and furnished to the Company in writing by Xxxxx expressly for use therein.
Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (a “Company Affiliate”) from and against any and all losses, claims, liabilities, expenses and damages (including, but not limited to, any and all reasonable investigative, legal and other expenses incurred in connection with, and any and all amounts paid in settlement (in accordance with Section 9(c)) of, any action, suit or proceeding between any indemnified party and any third party, or any claim asserted), promptly upon demand for any legal fees or other expenses reasonably incurred by that indemnified party in connection therewith, to which the Company, or any such person, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, liabilities, expenses or damages arise out of or are based, directly or indirectly, on (x) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the Prospectus or any amendment or supplement to the Registration Statement or the Prospectus or any document incorporated by reference therein or in any free writing prospectus or (y) the omission or alleged omission to state in any such document a material fact required to be stated in it or necessary to make the statements therein in light of (other than in the case of any Registration Statement) the circumstances under which they were made not misleading, but in each case only to the extent that the untrue statement or omission, or alleged untrue statement or alleged omission, was made in reliance upon and in conformity with written information furnished to the Company by Xxxxx expressly for inclusion in any document as described in clause (x) of Section 9(a). This indemnity agreement will be in addition to any liability that Xxxxx might otherwise have.
Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act or (ii) is controlled by or is under common control with the Company (a “Company Affiliate”) against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information relating to Cowen and furnished to the Company by Cowen expressly for inclusion in any document as described in clause (x) of Section 9(a).
Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as and when incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Agent’s Information.
Xxxxx Indemnification. Xxxxx shall defend Customer, its Affiliates and its and their Authorized Users and Representatives (collectively, the “Customer Indemnitees”) from and against any Actions brought by a third party, and will indemnify and hold the Customer Indemnitees harmless from any Losses associated with such third-party Actions, in each case to the extent the same are based on allegations that the Software or the use thereof in accordance with the terms of this Agreement and each applicable Order infringe, violate or misappropriate any Intellectual Property Right of such third party (each, an “Infringement Claim”). Notwithstanding the foregoing, Xxxxx shall have no liability or obligation with respect to any Infringement Claim to the extent based upon or arising out of any of the matters described in clauses (ii) through (vii) of Section 8(d) or any Third-Party Products.
Xxxxx Indemnification. XXXX shall:
Xxxxx Indemnification. Xxxxx agrees to indemnify and hold harmless the Company and its directors and each officer of the Company that signed the Registration Statement, and each person, if any, who (i) controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (collectively, the “Company Indemnified Parties” and individually each a “Company Indemnified Party”) or (ii) is controlled by or is under common control with the Company (a “Company Affiliate”) against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 9(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendments thereto) or the Prospectus (or any amendment or supplement thereto) or any free writing prospectus in reliance upon and in conformity with the Agent’s Information.
Xxxxx Indemnification. Notwithstanding any provision in this Agreement to the contrary, VIASPACE and VGE, jointly and severally, shall indemnify, defend and hold harmless each of the Xxxxx Indemnified Parties from and against any and all losses, liabilities, claims, obligations, damages, costs, expenses (including, without limitation, reasonable attorneys’ fees, disbursements and court costs), for, resulting from, relating to or arising in connection with any such Person having served in the capacity of director, officer, employee, note-holder or equity holder of VIASPACE or any Person who or which is or was an Affiliate thereof arising prior to or in connection with the Recapitalization, except, however, that with respect to Xxxx Xxxxx as an Indemnified Party, VIASPACE and each such Affiliate thereof shall indemnify Xxxx Xxxxx in his former capacity as a member of the board of directors, employee and officer thereof to the fullest extent permitted by law and otherwise under the Organizational Documents for VIASPACE and each such Affiliate thereof and, as a condition of the Covenant Not to Xxx, VIASPACE shall maintain in full force and effect (with VGE maintaining thereafter its own separate such policy) either (a) that certain directors and officers policy of insurance as was in effect as of the date on which Xxxx Xxxxx resigned from the VIASPACE Board (the “Existing Policy”) or (b) such other policy as shall extend no less coverage to Xxxx Xxxxx as that which is extended to any other Director, but in no event less than that which was extended to Xxxx Xxxxx under the Existing Policy, either of which being at the sole cost and expense of VIASPACE; provided, however, that in no event shall such agreement include indemnification for any liability incurred by any Indemnified Party for such Person’s taxes incurred in connection with the Recapitalization.
Xxxxx Indemnification. This Section 9 only applies with respect to Orders by Reseller for Enterprise Plus services.
