By Cornerstone. In connection with the registration under the -------------- Securities Act of the Registered Shares for resale pursuant to Section 6.9, Cornerstone shall indemnify and hold harmless the LLC against any losses, claims, damages or liabilities, joint or several (or actions or proceedings, whether commenced or threatened, in respect thereof) ("Losses"), to which it may become subject, under the Securities Act or otherwise, but only to the extent such Losses arise out of or are based upon (1) any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in the Registration Statement, in any preliminary Prospectus (if used prior to the effective date of the Registration Statement) or in any final Prospectus or in any post-effective amendment or supplement thereto (if used during the period Cornerstone is required to keep the Registration Statement effective) including any document incorporated therein by reference (the "Disclosure Documents"), or (2) any omission or alleged omission to state in any of the Disclosure Documents a material fact required to be stated therein or necessary to make the statements made therein not misleading, or (3) any violation of any federal or state securities laws or rules or regulations thereunder committed by Cornerstone in connection with the performance of its obligations under Section 6.9; and Cornerstone will reimburse the LLC for all legal and other expenses reasonably incurred by it in investigating or defending against any such claims, whether or not resulting in any liability, or in connection with any investigation or proceeding by any governmental agency or instrumentality with respect to any offering of Registered Shares for resale pursuant to Section 6.9, including any amounts paid in settlement of any action, suit, arbitration, proceeding, litigation or investigation (collectively "Litigation"), commenced or threatened, provided, however, that Cornerstone shall not be liable to an indemnified party in any such case to the extent that any such Losses arise out of or are based upon (i) an untrue statement or omission or alleged omission made in any such Disclosure Documents in reliance upon and in conformity with written information furnished to Cornerstone by the LLC for use therein, or (ii) the use of any Prospectus after such time as Cornerstone has advised the LLC in writing that the filing of a post-effective amendment or supplement thereto is required, except the...
By Cornerstone. (i) upon a breach of or failure to perform any covenant, obligation or agreement on the part of Colonial set forth in this Agreement, or (ii) upon a breach of or in the event that any representation or warranty of Colonial or Colonial Merger Sub is or shall have become untrue, in either case such that the conditions set forth in Section 6.3(a) or Section 6.3(b), as the case may be, would be incapable of being satisfied by the Outside Date (or as otherwise extended);
By Cornerstone. Cornerstone shall indemnify, reimburse, and hold harmless Vintage, its Affiliates and their respective employees, agents, and contractors from and against any and all Damages to the extent such Damages are incurred in connection with or arise out of (i) any material breach of any representation, warranty, covenant or agreement of Cornerstone herein; (ii) the gross negligence or willful misconduct of Cornerstone, its employees, agents or contractors (other than Vintage); and (iii) Cornerstone’s manufacturing, storage, marketing, promotion, sale or distribution of the Product(s) after the Closing Date.
By Cornerstone. Cornerstone hereby agrees to indemnify and hold Neos harmless from and against any and all actions, suits, proceedings, claims, losses, liabilities, damages and expenses (including attorneys’ and experts’ fees and sums reasonably expended in investigation and settlement of litigation, pending or threatened) arising out of or in connection with third party claims resulting from: (i) any breach by Cornerstone of any term, provision, covenant, agreement, representation or warranty contained herein; or (ii) the willful or knowing infringement by Cornerstone of a third party’s intellectual property rights or misappropriation of any trade secret related to the Product, including, without limitation, patents, trademarks and/or copyrights, in connection with this Agreement or the performance of Cornerstone’s obligations hereunder except to the extent arising out of or in connection with the willful or knowing infringement by Neos of a third party’s foregoing intellectual property rights.
