Common use of By Selling Stockholders Clause in Contracts

By Selling Stockholders. To the extent permitted by law, each selling Stockholder severally and not jointly, will indemnify and hold harmless Acquirer, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls Acquirer within the meaning of the Securities Act, any underwriter and any other holder selling securities under such registration statement, against any losses, claims, damages or liabilities (joint or several) to which Acquirer or any such director, officer, controlling person, underwriter or other such holder 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 such Stockholder expressly for use in connection with such registration; and each such Stockholder will reimburse Acquirer or any such director, officer, controlling person, underwriter or other holder for any legal or other expenses reasonably incurred by Acquirer or any such director, officer, controlling person, underwriter or other holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred; provided, however, that the indemnity agreement contained in this subsection 1.10(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 the indemnifying Stockholder, which consent shall not be unreasonably withheld; and provided further that the total amounts payable in indemnity by a Stockholder under this subsection 1.10(b) in respect of any Violation shall not exceed the net proceeds received by such Stockholder in the registered offering out of which such Violation arises.

By Selling Stockholders. To the extent permitted by law, each selling Selling Stockholder severally and not jointly, will indemnify and hold harmless Acquirerthe Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls Acquirer the Company within the meaning of the Securities Act, any underwriter and any each underwriter, the other holder Selling Stockholder selling securities under the Registration Statement or any of such registration statementother Selling Stockholder's partners, directors, officers, employees, agents, or any person who controls such underwriter or other Selling Stockholder within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which Acquirer the Company or any such director, officer, employee, agent, controlling person, underwriter or other Selling Stockholder, partner, director, officer or controlling person of such holder underwriter or other Selling Stockholder may become subject under the Securities Act, the 1934 Exchange Act or other federal or state lawlaw (including payments made to any underwriter by the Company or any other Selling Stockholder, or any director, partner, officer, employee, agent, or controlling person of the Company or any other Selling Stockholder pursuant to the indemnification or contribution provisions of the Underwriting Agreement), 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 such the indemnifying Selling Stockholder expressly for use in connection with such registrationthe Registration Statement; and each such indemnifying Selling Stockholder will reimburse Acquirer or any such director, officer, controlling person, underwriter or other holder for any legal or other expenses reasonably incurred by Acquirer or the Company, any such director, officer, employee, agent, controlling person, underwriter or other holder Selling Stockholder, partner, officer, director, employee, agent, or controlling person of such other Selling Stockholder or underwriter in connection with the investigating or defending any such loss, claim, damage, liability or action, as incurred; provided, however, that the indemnity agreement contained in this subsection 1.10(b2(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 the indemnifying Selling Stockholder, which consent shall not be unreasonably withheld; and provided further further, that the total amounts payable in indemnity by a Selling Stockholder under this subsection 1.10(bSection 2(b) or for contribution under Section 2(e) below in respect of any Violation shall not exceed the net gross proceeds received by such Selling Stockholder in the registered offering out of which such Violation arises. To the extent the Selling Stockholder shall make payments pursuant to Section 5 and Section 7 of the Underwriting Agreement, such amounts shall serve as a credit against the aggregate maximum amount payable by such Selling Stockholder pursuant to this Section 2(b). The obligations of the Selling Stockholders under this Section 2(b) shall be several and not joint.

By Selling Stockholders. To the extent permitted by law, each selling the Selling Stockholder severally and not jointly, will indemnify and hold harmless Acquirerthe Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls Acquirer the Company within the meaning of the Securities Act, each underwriter, or any person who controls such underwriter and any other holder selling securities under such registration statementwithin the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities (joint or several) to which Acquirer the Company or any such director, officer, employee, agent, controlling person, underwriter, partner, director, officer or controlling person of such underwriter or other such holder may become subject under the Securities Act, the 1934 Exchange Act or other federal or state lawlaw (including payments made to any underwriter by the Company, or any director, partner, officer, or controlling person of the Company pursuant to the indemnification or contribution provisions of the Underwriting Agreement), 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 such the indemnifying Selling Stockholder expressly for use in connection with such registrationthe Registration Statement; and each such the indemnifying Selling Stockholder will reimburse Acquirer or any such director, officer, controlling person, underwriter or other holder for any legal or other expenses reasonably incurred by Acquirer or the Company, any such director, officer, employee, agent, controlling person, underwriter, partner, officer, director or controlling person of such underwriter or other holder in connection with the investigating or defending any such loss, claim, damage, liability or action, as incurred; provided, however, that the indemnity agreement contained in this subsection 1.10(b2(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 the indemnifying Selling Stockholder, which consent shall not be unreasonably withheld; and provided further further, that the total amounts payable in indemnity by a the Selling Stockholder under this subsection 1.10(bSection 2(b) or for contribution under Section 2(e) below in respect of any Violation shall not exceed the net proceeds received by such the Selling Stockholder in the registered offering out of which such Violation arises. To the extent the Selling Stockholder shall make payments pursuant to Section ___ of the Underwriting Agreement, such amounts shall serve as a credit against the aggregate maximum amount payable by such Selling Stockholder pursuant to this Section 2(b).