By the Holder Sample Clauses

By the Holder. To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as "Company Indemnified Parties") against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration statement; and the Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holder; provided further, that the Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holder in the registered offering out of which such Violation arises.
By the Holder. The Holder will, if Registrable Securities held by such Holder are included in the securities as to which such registration, qualification or compliance is being effected, indemnify the Company, each of its directors and officers and its legal counsel and independent accountants, each underwriter, if any, of the Company's securities covered by such a registration statement, each person who controls the Company or such underwriter within the meaning of Section 15 of the Securities Act, and each other holder of securities included in any registration effected pursuant to Section 6(c), each of their officers and directors and each person controlling such holder within the meaning of Section 15 of the Securities Act, against all claims, losses, damages and liabilities (or actions in respect thereof) arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any such registration statement, prospectus, or other document, or any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they were made, not misleading, and will reimburse the Company, such holders, such directors, officers, legal counsel, independent accountants, persons, underwriters or controlling persons for any legal or any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such registration statement, prospectus or other document in reliance upon and in conformity with information furnished to the Company expressly for use in connection with such registration by such Holder.
By the Holder. Except as otherwise provided in paragraph 6.2.2, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement that includes Warrant Shares, each person, if any, who controls the Company within the meaning of the Act or the Exchange Act, and each agent and underwriter for the Company against any Company Liability (as defined below) to which the Company or any such director, officer, Controlling Person, agent or underwriter may become subject under the Act.
By the Holder. In connection with any Registration Statement in which the Holder is participating, each such Holder will indemnify and hold harmless, to the extent permitted by law, ACI, its officers, directors, partners, legal counsel, and accountants, and each underwriter, if any, of ACI Securities covered by such Registration Statement, and each Person, if any, who controls ACI or any such underwriter within the meaning of Section 1.5 of the Securities Act, and each of the Other Stockholders, and each of their respective officers, directors, and partners, and each Person controlling any of the Other Stockholders against any losses, claims, damages, liabilities (or proceedings in respect thereof) and expenses (under the Securities Act or common law or otherwise) resulting from any untrue or misleading statement or alleged untrue or misleading statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement (as declared effective) or prospectus filed under Rule 424(b) under the Securities Act or preliminary prospectus or any amendment thereof or supplement thereto, or necessary to make the statements therein not misleading, but only to the extent that:
By the Holder. If there shall have occurred a Trust Assumption Event, Securities shall be purchased by the Trust at a purchase price specified in the Securities (the "Trust Assumption Event Purchase Price"), as of a date that is not later than 60 days after the date of the Trust Assumption Event (the "Trust Assumption Event Purchase Date"), at the option of Holder upon:
By the Holder. The Holder hereby represents and warrants, only with respect to itself, to Majesco that:
By the Holder. The Holder agrees to indemnify and hold harmless the Company, its directors, officers, employees and agents and each Person, if any, who controls the Company within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Holder, but only with respect to information regarding the Holder furnished in writing by or on behalf of the Holder expressly for inclusion in any Written Testing-the-Waters Communication, a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereof.
By the Holder. To the extent permitted by law, the Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, and any underwriter and any other person or entity, selling securities under such registration statement or such person’s or entity’s partners, officers, shareholders, employees, representatives and directors and any person or entity who controls such person or entity within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such officer or director, controlling person, underwriter or other such person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity may become subject under the Securities Act, the Exchange Act or other federal or state securities or blue sky law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holder expressly for use in connection with such registration; and the Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such officer or director, controlling person, underwriter or other person or entity, partner, officer, shareholder, employee, representative, director or controlling person of such person or entity in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this paragraph shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld or delayed; and provided further, that the total amounts payable in indemnity by the Holder under this subsection, subsection (d) of this Section 6.5 or otherwise in respect of any and all Violations shall not exceed in the aggregate the net proceeds received by the Holder in the registered offering out of which such Violations arise.
By the Holder. This Agreement may be terminated by the Holder upon a material breach of any representation, warranty, covenant or agreement of NGAS set forth in this Agreement.