By Subscriber. You shall indemnify, defend and hold harmless Acumatica from and against any and all claims, proceedings, damages, liability and costs (including reasonable attorneys’ fees) incurred by Acumatica in connection with any claim arising out of (i) any breach or alleged breach of any of your obligations set forth in this Agreement, and (ii) your or your Affiliates’ use of the Service, or the use by any party related to you, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement, regardless of the type or nature of the claim. You shall cooperate as fully as reasonably required in the defense of any claim. Acumatica reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and you shall not in any event settle any matter without the written consent of Acumatica.
By Subscriber. Except to the extent limited by applicable law, Subscriber shall indemnify, defend, and hold harmless NWEA and NWEA’s officers, directors, employees, agents, and representatives, from and against any third party claims, damages, expenses, judgments, fines, and amounts paid in settlement in connection with any proceeding arising from (i) any breach of this Agreement by Subscriber or any of its employees or agents; or (ii) any use of the Services.
By Subscriber. The Subscriber agrees to indemnify and hold harmless the Company, its officers and directors and each other person, if any, who controls or is controlled by any of them, within the meaning of Section 15 of the 1933 Act, against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, the reasonable expenses of counsel) arising out of or based upon (i) any false representation or warranty or breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or in any other document furnished by the Subscriber to any of the foregoing in connection with this transaction; (ii) any action for securities law violations instituted by the Subscriber which is resolved by judgment against the Subscriber; or (iii) the disposition of any Shares which the Subscriber will receive, contrary to the Subscriber's declaration, representations and warranties in this Agreement.
By Subscriber. Calyx reserves the right to terminate this Agreement if Subscriber’s account becomes thirty (30) days past for reasons including, but not limited to, declined credit card charge, or lapsed credit card.
By Subscriber. Subscriber agrees to indemnify, hold harmless and defend Reachify, its shareholders, directors, officers, employees and agents from and against any action, claim, or damage, including reasonable costs and attorney’s fees, asserted by any person, arising out of or relating to: (i) personal injury or property damage to the extent such claims or liabilities arise out of the gross negligence or willful acts or omissions of Subscriber and/or its employees or agents in connection with their duties and responsibilities under this Agreement; (ii)Subscriber’s breach of this Agreement; or (iii) Subscriber’s unauthorized use of the Service, including any information, communication, data or work that Subscriber provides in connection with Subscriber’s use of the Service.
By Subscriber. Subscriber and its successors and assigns shall indemnify and hold harmless the Company, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of the Company, each individual or entity who controls the company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) and the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, a “Company Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all Losses, as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under Article III, but only to the extent that such untrue statements or omissions are based upon information regarding Subscriber furnished to the Company by such Party for use therein. Subscriber shall notify the Company promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by Article III of which Subscriber is aware.
By Subscriber. Subscriber will defend Neo4j against any claim by a third party arising from or relating to any Subscriber Data, Subscriber Materials or any Subscriber-offered product or service used in connection with the Service and will indemnify and hold harmless Neo4j from and against any damages and costs awarded against Neo4j or agreed in settlement by Subscriber (including reasonable attorneys’ fees) resulting from such claim.
By Subscriber. (i) After you have received this Agreement, you have ten (10) days in which to examine it. If during this period you decide that you are not satisfied with the Agreement, you may return the Agreement to us and have any prepaid amounts refunded. If the Agreement is returned and you have not sought legal services pursuant hereto within this time period, the Agreement shall be void from the beginning and the parties shall be in the same position as if this Agreement had not been issued.
By Subscriber. Subscriber may terminate this Agreement at any time, with or without cause, for Subscriber’s convenience by giving Instinet sixty (60) days prior written notice; provided, however, that if Subscriber terminates this Agreement under this Section 9.2.1 or Instinet terminates this Agreement under Section 9.3, and in each case the effective date of such termination is within one (1) year after the Effective Date, then Subscriber shall pay to Instinet an amount equal to the product of (i) Twenty-five Thousand and No/100 Dollars ($25,000.00) and (ii) a fraction, the numerator of which is the number of days remaining between the effective date of such termination and one (1) year after the Effective Date and the denominator of which is three hundred sixty-five (365). Except as provided in the preceding sentence, upon termination of this Agreement under this Section 9.2.1, Subscriber shall be obligated to pay no more than the amounts owing to Instinet for Services performed in accordance with this Agreement up to the effective date of termination, and if fees or costs are calculated on a monthly, quarterly or other periodic basis, then Subscriber shall only be liable for the pro rata portion thereof up to the effective date of termination.
