Common use of By Sellers Clause in Contracts

By Sellers. In connection with a registration of Restricted Stock under the Securities Act pursuant to Section 4 or 5, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless, to the extent permitted by law, the Company and each person who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities 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 the registration statement under which such Restricted Stock was registered, 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 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 such seller 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 or omitted in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by or on behalf of such seller for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offering, and the seller sells its Restricted Stock through the underwriter(s) thereof, the seller (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning of the Securities Act, to the same extent as provided above with respect to the indemnification of the Company or to such other extent as provided in Section 8(e).

By Sellers. In connection with a registration the case of Restricted Stock under the Securities Act pursuant to Section 4 or 5each such registration, each seller of such Restricted Stock thereunder, severally and not jointly, will Seller shall indemnify and hold harmlessharmless VLT, to the extent permitted by laweach of its directors, the Company each of its officers who have signed such registration statement, any underwriter and each person other person, if any, who controls the Company VLT or underwriter within the meaning of the Securities 1933 Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all any losses, claims, damages or liabilities, joint or several, to which the Company VLT or any such officer or director director, officer, underwriter or controlling person may become subject under the Securities 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any material fact contained in the such registration statement under which such Restricted Stock was registered, any preliminary prospectus or final or summary prospectus contained therein, or any amendment or supplement thereofthereto, 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 made therein not misleading, and will reimburse the Company and VLT, each such director, officer, director underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim, excluding any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected without the prior written consent of the Seller; but in all such cases only if, and to the extent that, any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission therein made or omitted in reliance upon and in conformity with written information pertaining furnished to such seller, as such, furnished in writing to VLT by the Company by Seller or on behalf of such seller its affiliates specifically for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offering, and the seller sells its Restricted Stock through the underwriter(s) thereof, the seller (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning of the Securities Act, to the same extent as provided above with respect to the indemnification of the Company or to such other extent as provided in Section 8(e)preparation thereon.

By Sellers. In connection with a registration of Restricted Stock under From and after the Securities Act pursuant to Section 4 or 5Closing Date, each seller of such Restricted Stock thereunderthe Sellers, severally jointly and not jointlyseverally, will shall indemnify and hold harmlessharmless Buyer and its successors and assigns, to the extent permitted by lawand their respective officers, the Company directors, employees, shareholders, agents, Affiliates and each person any Person who controls the Company any of such Persons within the meaning of the Securities ActAct or the Exchange Act (each, each officer of the Company who signs the registration statement, and each director of the Company, a "Buyer Indemnified Party") from and against all lossesany liabilities, claims, damages or liabilitiesdemands, joint or severaljudgments, to which the Company or such officer or director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claimscosts, damages or liabilities expenses whatsoever (including reasonable attorneys', consultants' and other professional fees and reasonable disbursements of every kind, nature and description incurred by such Indemnified Party in connection therewith) (collectively, "Damages") that such Buyer Indemnified Party may sustain, suffer or actions in respect thereof) incur and that result from, arise out of or are based upon relate to (a) any untrue statement or alleged untrue statement breach of any material fact of the respective representations, warranties, covenants or agreements of any Seller contained in this Agreement or in the registration statement under which such Restricted Stock was registeredClosing Certificates, and (b) any preliminary prospectus or final prospectus contained thereinLiability of any Seller involving Taxes due and payable by, or imposed on the Companies with respect to 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 and controlling person Shareholder for any legal and all taxable periods ending on or other expenses reasonably incurred prior to the Initial Closing (whether or not such Taxes have been due and payable) (collectively, "Buyer Indemnifiable Damages"). Any Buyer Indemnifiable Damages, subject to the foregoing indemnification rights of Buyer, may at Sellers' option be paid to such Buyer Indemnified Party by them in connection with investigating delivery of all or defending a portion of Buyer Shares. In any such lossinstance, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller 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 or omitted in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by or on behalf of such seller for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder Buyer Indemnifiable Damages shall be limited to the proportion converted into a number of any such loss, claim, damage, liability or expense that is shares equal to the proportion that amount of such Buyer Indemnifiable Damages divided by the public offering price of shares sold by such seller under such registration statement bears Per Share Price. Notwithstanding anything to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offering, and the seller sells its Restricted Stock through the underwriter(s) thereofcontrary set forth in this Agreement, the seller maximum amount of Buyer Indemnifiable Damages for which the Sellers shall be collectively liable hereunder shall in no event exceed Three Million Dollars (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning of the Securities Act, to the same extent as provided above with respect to the indemnification of the Company or to such other extent as provided in Section 8(e$3,000,000).

By Sellers. In Sellers, jointly and severally, shall indemnify, save and hold harmless Buyer (before and after the Closing) and the Corporation (after the Closing only) from, against and in respect of the following (individually a "Loss" and collectively "Losses"): (i) any and all loss, liability, deficiency or damage suffered or incurred by Buyer by reason of (A) any untrue representation or breach of warranty or (B) nonfulfillment of any covenant or agreement by Sellers or the Corporation in this Agreement or in any agreement, instrument or other writing delivered to Buyer by Sellers or the Corporation pursuant to or in connection with this Agreement; (ii) any claim against the Corporation or Buyer for (x) a registration finder's fee, investment banker's fee, or brokerage or other commission or (y) for legal expenses, in each case by any Person for services alleged to have been rendered at the instance of Restricted Stock under the Securities Act pursuant Corporation or Sellers with respect to Section 4 this Agreement or 5the transaction contemplated by this Agreement; (iii) any and all loss, each seller of such Restricted Stock thereunderliability, severally and deficiency or damage suffered or incurred by Buyer or the Corporation relating to any claim, suit, litigation or proceeding with respect to events occurring prior to the Closing Date which is not jointlyfully reserved for on the Corporation's Financial Statements or Interim Financial Statements, will indemnify and hold harmless, except to the extent permitted covered by lawinsurance, the Company and each person who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities 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 the registration statement under which such Restricted Stock was registered, 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 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 such seller 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 or omitted in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by or on behalf of such seller for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunderincluding, but not to exceed the proceeds received limited to, any claim by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offering, and the seller sells its Restricted Stock through the underwriter(s) thereof, the seller (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning any Person that any of the Securities Act, Corporation's operations failed to the same extent as provided above comply with any applicable Governmental Requirement; (iv) any liabilities and obligations for Taxes which are or shall be incurred with respect to the indemnification operation of the Company Corporation on or prior to the Closing Date; (v) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation in connection with any Employee Plan with respect to the operation of the Corporation on or prior to the Closing Date which is not fully reserved for on the Corporation's Financial Statements or Interim Financial Statements; (vi) any and all loss, liability, deficiency or damage suffered or incurred by Buyer or the Corporation caused by or arising out of the generation, treatment, handling, storage or disposal of Hazardous Substances or noncompliance with any Environmental Laws prior to the Closing Date regardless of whether or not the matter or matters giving rise to any such Losses were disclosed to Buyer in Schedule 4.19 or known by Sellers at the date of this Agreement; and (vii) any and all actions, suits, proceedings, claims, demands, assessments, judgments, costs and expenses, (including, but not limited to, legal fees and expenses) incident to any of the foregoing or incurred in enforcing this Agreement or any agreement provided for in this Agreement. With respect to any Losses covered by Sellers' indemnification obligations under Section 9.2(a)(i)(A), the Sellers shall have liability for such Losses only if the aggregate amount of any such Losses exceed Fifty Thousand Dollars ($50,000), in which case Sellers shall indemnify Buyer for all Losses (beginning with the first dollar thereof); provided, however, that such limitation shall not apply to any other extent Losses covered by Section 9.2(a) nor to any Losses incurred as provided in Section 8(e)a result of fraud.

By Sellers. In Sellers shall, jointly and severally, indemnify, defend, protect and hold harmless Buyer and Able Telcom, promptly upon demand at any time and from time to time, against any and all Losses incurred by Buyer or Able Telcom arising out of or in connection with any of the following: (i) subject to the provisions of Sections 8.4(c) and 8.4(d) hereof (a) any misrepresentation or breach of any warranty made by Sellers or the Company in any Sellers' Document (other than a registration breach of Restricted Stock under Section 4.12); (b) any breach or nonfulfillment of any covenant or agreement made by Sellers or the Securities Act pursuant Company in Sellers' Documents; (c) the claims of any broker or finder engaged by Sellers; and (d)without in any manner limiting the foregoing, any liabilities or obligations of, or claims or causes of action against, Sellers which arise with respect to Section 4 or 5relate to any period or periods on or prior to the Closing Date 19 hereof, except for those which are set forth or reserved against in the Closing Balance Sheet or are set forth in a schedule hereto, or were incurred in the ordinary course of business as heretofore conducted and are not materially adverse to the operations or prospects of the Business; (ii) any violation prior to Closing by Sellers or the Company of any applicable Environmental Law or regulation or arising with respect to or relating to any environmental activity conducted on or with respect to any Real Property owned by the Company at or prior to the Closing or any environmental condition existing on or with respect to such property at or prior to the Closing, in each seller case whether or not the Company or Sellers permitted or participated in such act or omission; (iii) any pension, retirement, profit sharing, deferred compensation, stock option, stock purchase, bonus, medical, welfare, disability, severance or termination pay, insurance or incentive plan, and each other employee benefit plan, program, agreement or arrangement, whether funded or unfunded, qualified or unqualified, in existence on the Closing Date and sponsored, maintained or contributed to or required to be contributed to by the Company or by any trade or business of such Restricted Stock thereunderthe Company, severally and whether or not jointlyincorporated, will indemnify and hold harmlessfor the benefit of any employee or terminated employee of the Company or any affiliate thereof, to the extent permitted such Losses arise from a violation of ERISA or the regulations promulgated thereunder; and (iv) a misrepresentation or breach of any warranty made by law, Sellers or the Company and each person who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities 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 the registration statement under which such Restricted Stock was registered, 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 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 such seller 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 or omitted in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by or on behalf of such seller for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offering, and the seller sells its Restricted Stock through the underwriter(s) thereof, the seller (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning of the Securities Act, to the same extent as provided above with respect to the indemnification of the Company or to such other extent as provided in Section 8(e)4.12 hereof.