Indemnification by Subscriber. The Subscriber shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising out of or based upon any untrue statement of a material fact contained in the Registration Statement, any prospectus, or any form of prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished by the Subscriber to the Company specifically for inclusion in the Registration Statement or such prospectus.
Indemnification by Subscriber. To the extent permitted by law and subject to this Addendum, Subscriber will (i) defend, or at its option settle, any Claim made or brought against Company by a third party alleging that (I) Subscriber Data, Subscriber’s or a third party’s technology, software, materials, data or business processes; (II) a combination of the Deliverables with non-Company products or services; or (III) Subscriber’s use of the Deliverables , other than as authorized in this Addendum, violates applicable law or regulations or infringes the intellectual property rights of, or has otherwise harmed, a third party; and (ii) pay (a) any final judgment or award directly resulting from such Claim, or (b) or those damages agreed to in a monetary settlement of such Claim. THIS SECTION 8 STATES COMPANY’S SOLE OBLIGATION, AND SUBSCRIBER’S SOLE REMEDY, WITH REGARDS TO CLAIMS THAT THE DELIVERABLES INFRINGE ANY THIRD PARTY’S INTELLECTUAL PROPERTY RIGHTS.
Indemnification by Subscriber. Subscriber agrees to indemnify, hold harmless, protect and defend NovaCare, its subsidiaries and affiliates and each of their officers, directors, agents, attorneys and employees from any claims, expenses (including court costs and attorneys' fees), damages and liabilities (including severance payments to Worksite Employees) (collectively hereinafter referred to as "Damages"), from claims, actions, suits, judgments or settlements arising out of negligence, malpractice, tortious conduct, violation of any statute, law, or regulation, criminal or dishonest activity by any Worksite Employee, product liability related to products manufactured or distributed by Subscriber, Subscriber's breach of any of its obligations or warranties under this Agreement, or any action by Subscriber or its agents which may result in a violation of any law or regulation, including, but not limited to, Damages allegedly arising out of an Adverse Action or out of worksite conditions or actions of any kind. If such indemnification is for any reason not available or insufficient to hold NovaCare harmless, Subscriber agrees to contribute to the losses involved in such proportion as is appropriate to reflect the relative benefits received (or anticipated to be received) by Subscriber and by NovaCare with respect to the matters contemplated by this Agreement or, if such allocation is judicially determined to be unavailable, in such proportion as is appropriate to reflect not only such relative benefits, but also other equitable considerations such as the relative fault of Subscriber, on the one hand, and of NovaCare, on the other hand; provided, however, that Subscriber shall be responsible for all losses which in the aggregate are in excess of the amount of all Fixed Fees (as adjusted) received by NovaCare from Subscriber in connection with the services to be provided hereunder during the term of this Agreement. NovaCare shall give Subscriber prompt written notice of any claim for which indemnification will be sought hereunder, shall cooperate in the investigation and defense of any such claim and shall not settle or compromise any such claim without the approval of Subscriber unless Subscriber fails to provide evidence of ability to pay a judgment in excess of the proposed settlement amount.
Indemnification by Subscriber. The Subscriber shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising solely out of or based solely upon any untrue statement of a material fact contained in the Registration Statement, any prospectus, or any form of prospectus, or arising solely out of or based solely upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished in writing by the Subscriber to the Company specifically for inclusion in the Registration Statement or such prospectus. Notwithstanding anything to the contrary contained herein, the Subscriber shall be liable under this Section 14.2 for only that amount as does not exceed the lesser of (i) the dollar amount of the net proceeds received by the Subscriber upon the sale of the Registrable Securities giving rise to such indemnification obligation and (ii) the aggregate purchase price paid by the Subscriber for the Securities pursuant to this Agreement.
Indemnification by Subscriber. Subject to Article 11, Subscriber will indemnify, defend and hold harmless the MaestroQA Parties from and against any and all third party claims, costs, damages, losses, liabilities and expenses (including reasonable attorneys' fees and costs) arising out of or in connection with (i) a breach or alleged breach by Subscriber of the terms of this Agreement or any of the representations and warranties contained herein; (ii) use of the Service by Subscriber, Subscriber Personnel and other Permitted Users in breach of this Agreement.
Indemnification by Subscriber. Subscriber hereby agrees to indemnify and hold harmless the Company, its Affiliates, the Company’s Counsel, and their respective officers, directors, employees, agents and representatives, from any and all damages, losses, costs, and expenses (including reasonable attorneys’ fees to collect such amount of damages, losses, costs, expenses) which they, or any of them, may incur by reason of Subscriber’s failure to fulfill any of the terms and conditions of this Subscription Agreement or by reason of Subscriber’s breach of any of Subscriber’s representations and warranties contained in this Subscription Agreement.
Indemnification by Subscriber. The Subscriber hereby agrees to indemnify and hold harmless the Company and its officers and directors from and against any and all loss, damage, or liability (including attorney's fees) due to, or arising out of, a breach of any representation or warranty made by the Subscriber contained herein.
Indemnification by Subscriber. Subscriber will indemnify Upwork and its Affiliates and their directors, officers, agents and employees from and against any and all losses and liabilities related to Claims to the extent caused by
Indemnification by Subscriber. The Subscriber shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers, agents and employees, each person who controls the Company (within the meaning of Section 15 of the 1933 Act and Section 20 of the Exchange Act), and the directors, officers, agents and employees of such controlling persons, to the fullest extent permitted by applicable law, from and against all Losses (as determined by a court of competent jurisdiction in a final judgment not subject to appeal or review), as incurred, arising out of or based upon any untrue statement of a material fact contained in any prospectus, or any form of prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus or form of prospectus or supplement thereto, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information so furnished by the Subscriber to the Company specifically for inclusion in any prospectus.
Indemnification by Subscriber. The Subscriber will indemnify and hold harmless the Company, and each person, if any, who controls the Company within the meaning of the 1933 Act, each officer of the Company who signs the registration statement (or other person serving in a similar capacity), each director of the Company (or other person serving in a similar capacity), each underwriter of Registrable Securities and each person who controls any underwriter within the meaning of the 1933 Act, against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer, director, other person in a similar capacity, underwriter or controlling person may become subject under the 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the 1933 Act pursuant to Section 11, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director, other person serving in a similar capacity, underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Subscriber will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with information pertaining to such Subscriber, as such, furnished in writing to the Company by such Subscriber specifically for use in such registration statement or prospectus; and provided, further, that the liability of the Subscriber hereunder will be limited to the gross proceeds received by the Subscriber from the sale of Registrable Securities covered by such registration statement.
