By the Corporation. The Corporation agrees to indemnify and reimburse, to the fullest extent permitted by law, each holder of Registrable Shares, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including, but not limited to, attorney's fees) caused by 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 statements therein not misleading, except insofar as the same are directly caused by statements or omissions made in reliance on and in strict conformity with the information furnished in writing to the Corporation by such holder expressly for use therein or by such holder's failure to deliver a copy of the prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the extent customary. The payments required by this Section 7.1 will be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred, subject to an obligation of repayment in the event such indemnity is determined not to be owed.
Appears in 5 contracts
Samples: Registration Rights Agreement (Turkey Vulture Fund Xiii LTD), Registration Rights Agreement (Ceres Group Inc), Registration Rights Agreement (Nauert Peter W)
By the Corporation. The Corporation agrees to indemnify and reimburseindemnify, to the fullest extent permitted by law, each holder of Registrable SharesSecurities being sold, its officers officers, directors, members, employees and directors agents and each Person who controls such holder (within the meaning of the Securities Act) such holder or such an other indemnified Person against all losses, claims, damages, liabilities and expenses (includingcollectively, but not limited to, attorney's feesthe "Losses") caused by by, resulting from or relating to any untrue or alleged untrue statement of material fact contained in any registration statement, prospectus or preliminary prospectus, prospectus or any amendment thereof or supplement thereto, thereto or any omission or alleged omission of a material fact, fact required to be stated therein or a fact necessary to make the statements therein not misleading, except insofar as the same are directly caused by statements or omissions made contained in reliance on and in strict conformity with the any information furnished in writing to the Corporation in writing by or on behalf of such holder expressly for use therein or by such holder's failure to deliver a copy of the registration statement or prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offeringoffering and without limiting any of the Corporation's other obligations under this Agreement, the Corporation will shall indemnify such underwriters, their officers officers, directors, employees and directors agents and each Person who controls such underwriters (within the meaning of the Securities Act) such underwriters or such an other indemnified Person to the same extent customary. The payments required by this Section 7.1 will be made periodically during as provided above with respect to the course indemnification of the investigation or defense, as and when bills are received or expenses incurred, subject to an obligation holders of repayment in the event such indemnity is determined not to be owedRegistrable Securities being sold.
Appears in 2 contracts
Samples: Security Holders' Agreement (PGT, Inc.), Security Holders' Agreement (PGT, Inc.)
By the Corporation. The Corporation agrees to indemnify and reimburseindemnify, to the fullest extent permitted by law, each holder of Holder Registrable Shares, its officers managers, officers, and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (includingincluding without limitation, but not limited to, attorney's attorneys' fees) ("Liabilities") caused by any untrue or alleged untrue statement of material fact contained in any registration statement, the Shelf Registration statement or the prospectus or preliminary prospectusprospectus included in the Shelf Registration, or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact, fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are directly caused by statements or omissions made contained in reliance on and in strict conformity with the any information furnished in writing to the Corporation by such holder expressly for use therein or by such holder's failure to deliver a copy of the Shelf Registration, or any prospectus included in the Shelf Registration, or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation will shall indemnify such underwriters, their officers and directors directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent customaryas provided above with respect to the indemnification of the holders of Holder Registrable Shares. The payments required by this Section 7.1 5.1 will be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred, subject to an obligation of repayment in the event such indemnity is determined not to be owed.
Appears in 2 contracts
Samples: Registration, Representation, and Release Agreement (Divine Inc), Registration, Representation, and Release Agreement (Divine Inc)
By the Corporation. The Corporation agrees to indemnify and reimburse, to the fullest extent permitted by law, each holder of Registrable Shares, its officers and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including, but not limited to, attorney's fees) caused by 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 statements therein not misleading, except insofar as the same are directly caused by statements or omissions made in reliance on and in strict conformity with the information furnished in writing to the Corporation by such holder regarding such holder expressly for use therein or by such holder's failure to deliver a copy of the prospectus or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation will indemnify such underwriters, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the extent customary. The payments required by this Section 7.1 will be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred, subject to an obligation of repayment in the event such indemnity is determined not to be owed.
Appears in 1 contract
By the Corporation. The Corporation agrees to indemnify and reimburseindemnify, to the fullest extent permitted by law, each holder of Holder Registrable Shares, its officers managers, officers, and directors and each Person who controls such holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (includingincluding without limitation, but not limited to, attorney's attorneys' fees) ("Liabilities") caused by any ----------- untrue or alleged untrue statement of material fact contained in any registration statement, the Shelf Registration statement or the prospectus or preliminary prospectusprospectus included in the Shelf Registration, or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact, fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are directly caused by statements or omissions made contained in reliance on and in strict conformity with the any information furnished in writing to the Corporation by such holder expressly for use therein or by such holder's failure to deliver a copy of the Shelf Registration, or any prospectus included in the Shelf Registration, or any amendments or supplements thereto after the Corporation has furnished such holder with a sufficient number of copies of the same. In connection with an underwritten offering, the Corporation will shall indemnify such underwriters, their officers and directors directors, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent customaryas provided above with respect to the indemnification of the holders of Holder Registrable Shares. The payments required by this Section 7.1 5.1 will ----------- be made periodically during the course of the investigation or defense, as and when bills are received or expenses incurred, subject to an obligation of repayment in the event such indemnity is determined not to be owed.
Appears in 1 contract
Samples: Registration, Representation, and Release Agreement (Divine Inc)