Common use of Indemnification by Client Clause in Contracts

Indemnification by Client. The Client agrees to indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities and each Person who controls (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities and expenses in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statement therein not misleading or arise out of any violation by the Client of any rules or regulation promulgated under the Securities Act applicable to the Client and relating to action or inaction required of the Client in connection with such registration, except insofar as the same are (i) contained in any information furnished in writing to the Client by such Holder expressly for use therein, (ii) caused by such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto, or (iii) caused by such Holder's failure to discontinue disposition of shares after receiving notice from the Client pursuant to Section 5.3 hereof. In connection with an underwritten offering, the Client will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Appears in 2 contracts

Samples: Registration Rights Agreement (Lazygrocer Com), Registration Rights Agreement (Lazygrocer Com)

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Indemnification by Client. The Client agrees to indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities and each Person who controls JP, EJM, KP -- --- -- Initials (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities and expenses in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statement statements therein not misleading or arise out of any violation by the Client of any rules or regulation promulgated under the Securities Act applicable to the Client and relating to action or inaction required of the Client in connection with such registration, except insofar as the same are (i) contained in any information furnished in writing to the Client by such Holder expressly for use therein, (ii) caused by such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto, or (iii) caused by such Holder's failure to discontinue disposition of shares after receiving notice from the Client pursuant to Section 5.3 hereof. In connection with an underwritten offering, the Client will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Appears in 1 contract

Samples: Corporate Relations Agreement (Aqua Clara Bottling & Distribution Inc)

Indemnification by Client. The Client agrees to indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities and each Person who controls Initials the indemnifying party will not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent will not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim will not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities and expenses in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statement statements therein not misleading or arise out of any violation by the Client of any rules or regulation promulgated under the Securities Act applicable to the Client and relating to action or inaction required of the Client in connection with such registration, except insofar as the same are (i) contained in any information furnished in writing to the Client by such Holder expressly for use therein, (ii) caused by such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto, or (iii) caused by such Holder's failure to discontinue disposition of shares after receiving notice from the Client pursuant to Section 5.3 hereof. In connection with an underwritten offering, the Client will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Stratcomm Media LTD)

Indemnification by Client. The Client agrees to indemnify, to the fullest extent permitted by law, each Holder of Registrable Registrable~ Securities and each Person who controls 19 Initials (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities and expenses in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statement statements therein not misleading or arise out of any violation by the Client of any rules or regulation promulgated under the Securities Act applicable to the Client and relating to action or inaction required of the Client in connection with such registration, except insofar as the same are (i) contained in any information furnished in writing to the Client by such Holder expressly for use therein, (ii) caused by such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto, or (iii) caused by such Holder's failure to discontinue disposition of shares after receiving notice from the Client pursuant to Section 5.3 hereof. In connection with an underwritten offering, the Client will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Stratcomm Media LTD)

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Indemnification by Client. The Client agrees to indemnify, to the fullest extent permitted by law, each Holder of Registrable Securities and each Person who controls (within the meaning of the Securities Act) such Holder against all losses, claims, damages, liabilities and expenses in connection with defending against any such losses, claims, damages and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statement statements therein not misleading or arise out of any violation by the Client of any rules or regulation promulgated under the Securities Act applicable to the Client and relating to action or inaction required of the Client in connection with such registration, except insofar as the same are (i) contained in any information furnished in writing to the Client by such Holder expressly for use therein, (ii) caused by such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto, or (iii) caused by such Holder's failure to discontinue disposition of shares after receiving notice from the Client pursuant to Section 5.3 hereof. In connection with an underwritten offering, the Client will indemnify such underwriters, their officers and directors and each Person who controls (within .(within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Holders of Registrable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Thatlook Com Inc/Nv)

Indemnification by Client. The Client agrees to indemnify, to the fullest extent permitted by law, each Holder of Registrable Registerable Securities and each Person who controls (within the meaning of the Securities Act) such Holder against all lossesloses, claims, damages, liabilities and expenses in connection with defending against any such losses, claims, damages DAMAGES and liabilities or in connection with any investigation or inquiry, in each case caused by or based on any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statement statements therein not misleading or arise out of any violation by the Client of any rules or regulation promulgated under the Securities Act applicable to the Client and relating to action or inaction required of the Client in connection with such registration, except insofar as the same are (i1) contained in any information furnished in writing to the Client by such Holder expressly for use therein, (ii) caused by such Holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto, or (iii) caused by such Holder's failure to discontinue disposition of shares after receiving notice from the Client pursuant to Section 5.3 hereof. hereof In connection with an underwritten offering, the Client will indemnify such underwriters, their officers and directors and each Person who controls (within the meaning of the Securities Act) such underwriters at least to the same extent as provided above with respect to the indemnification of the Holders of Registrable Registerable Securities.

Appears in 1 contract

Samples: Registration Rights Agreement (Ultimate Sports Entertainment Inc)

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