Common use of By Intuit Clause in Contracts

By Intuit. To the extent permitted by law, Intuit 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, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state 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 Intuit expressly for use in connection with such registration; and Intuit will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.7(b) 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 Intuit, which consent shall not be unreasonably withheld; and provided, further, that the total amounts payable in indemnity by Intuit under this

By Intuit. To the extent permitted by law, Intuit will indemnify indemnify, defend 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, Holder against any losses, claims, damages or liabilities (joint or several) to which the Company such Holder (i) any untrue statement or alleged untrue statement of a material fact contained in a registration statement filed by Intuit pursuant to this Agreement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto; (ii) the omission or alleged omission to state in such directorregistration statement, officerpreliminary prospectus or final prospectus or any amendments or supplements thereto, controlling person a material fact required to be stated therein, or underwriter may become subject necessary to make the statements therein not misleading; or (iii) any violation or alleged violation by Intuit of the 1933 Act, the 1934 Act, any U.S. federal or state securities law or any rule or any regulation promulgated under the Securities 1933 Act, the 1934 Act or other any U.S. federal or state securities 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 Intuit expressly for use in connection with the offering covered by such registrationregistration statement; and Intuit will reimburse each Holder for any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter Holder in connection with investigating or defending any such loss, claim, damage, liability or action; provided, howeveras incurred. Notwithstanding the foregoing provisions of this Section 1.9(a), that the indemnity agreement contained in this subsection 1.7(bSection 1.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the prior written consent of Intuit, Intuit (which consent shall not be unreasonably withheldwithheld or delayed), nor shall Intuit be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by a Holder; and provided, provided further, that the total amounts payable indemnity agreement contained in indemnity this Section 1.9(a) shall not apply to any losses, claims, damages or liabilities arising from any sale of Registrable Securities that is made by Intuit under thisa Holder in violation of the terms of this Agreement.

By Intuit. To the extent permitted by law, Intuit 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, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person or underwriter may become subject under the Securities Act, the 1934 Act or other federal or state 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 Intuit expressly for use in connection with such registration; and Intuit will reimburse any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity agreement contained in this subsection 1.7(b) 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 Intuit, which consent shall not be unreasonably withheld; and providedPROVIDED, furtherFURTHER, that the total amounts payable in indemnity by Intuit under thisthis Section 1.7(b) in respect of any Violation shall not exceed the net proceeds received by Intuit in the registered offering out of which such Violation arises.

By Intuit. To the extent permitted by law, Intuit will indemnify and hold harmless the CompanyExcite, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company Excite within the meaning of the Securities 1933 Act, and any underwriter, against any losses, claims, damages or liabilities (joint or several) to which the Company Excite or any such director, officer, controlling person or underwriter may become subject under the Securities 1933 Act, the 1934 Act or other federal or state 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 Intuit expressly for use in connection with such registration; and Intuit will reimburse any legal or other expenses reasonably incurred by the Company Excite or any such director, officer, controlling person, underwriter in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.7(b) 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 Intuit, which consent shall not be unreasonably withheld; and provided, provided further, that the total amounts payable in indemnity by Intuit under thisthis Section 1.7(b) in respect of any Violation shall not exceed the net proceeds received by Intuit in the registered offering out of which such Violation arises.