Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 3 contracts
Samples: Investor Rights Agreement (Skinmedica Inc), Investor Rights Agreement (Cadence Pharmaceuticals Inc), Rights Agreement (Somaxon Pharmaceuticals, Inc.)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling who controls such HolderHolder within the meaning of the Securities Act, with respect to which Registration, qualification or compliance Registration of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, Agreement against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages’”) to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter Holder, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionDamage; provided, however, that the indemnity contained in this Section 3.6.1 12.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 3 contracts
Samples: Information and Registration Rights Agreement, Information and Registration Rights Agreement (ConforMIS Inc), Information and Registration Rights Agreement (ConforMIS Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, partners and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 12.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon (a) any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (b) the gross negligence or willful misconduct of such Holder, underwriter, or controlling person.
Appears in 2 contracts
Samples: Information and Registration Rights Agreement, Information and Registration Rights Agreement (Corus Pharma Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the The Company will shall indemnify and hold harmless each Holder, each of its officers, directors and constituent partnersagents, legal counsel for the Holders, and accountants and each (i) person controlling such HolderHolder within the meaning of Section 15 of the Securities Act ("Controlling Person"); and (ii) each underwriter and each Controlling Person of such underwriter, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, Agreement against all claims, losses, damages damages, expenses or liabilities (or actions in respect thereof) to the extent such claims, losses, damages damages, expenses or liabilities (or actions, proceedings or settlements in respect thereto) arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document prepared by the Company (including any related Registration StatementStatement notification or the like) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter indemnified party and each person who controls any such Holder or underwriter Controlling Person, for any legal and any other expenses reasonably incurred in connection with investigating investigating, defending or defending settling any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 7(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld)Company; and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person Controlling Person of such Holder and stated to be specifically for use therein, in connection with the offering which case such Holder or Controlling Person of securities of such Holder shall likewise indemnify the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Unifab International Inc), Stock Purchase Agreement (Good Guys Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 5.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Frisby Technologies Inc), Registration Rights Agreement (Frisby Technologies Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors directors, constituent partners members and constituent partnersaffiliates, legal counsel for the Holders, and each person controlling such Holder, within the meaning of Section 15 of the Securities Act, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all expenses, claims, losses, damages damages, liabilities, actions, proceedings, or liabilities settlements (joint or actions several) in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus prospectus, offering circular or other document (including any related Registration Statementregistration statement, notification or the like) incident to any such Registrationregistration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation) by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, any state securities laws or Exchange Act any rule or state or federal law regulation thereunder applicable to the Company and relating to action or inaction required of the Company in connection with any such Registrationregistration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each of its officers, directors, constituent partners, members and affiliates, legal counsel and Nextest Systems Corporation Information and Registration Rights Agreement accountants, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating investigating, preparing, defending or defending settling any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 13.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Information and Registration Rights Agreement (Nextest Systems Corp), Information and Registration Rights Agreement (Nextest Systems Corp)
Company’s Indemnification of Holders. To the extent permitted by lawLaw, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person Person controlling such that Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person Person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky Laws, or Exchange Act or state or federal law other applicable Laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; , and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person Person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Shareholders’ Agreement (CDP Holdings, LTD), Shareholders’ Agreement (CDP Holdings, LTD)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, compliance or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 1.10(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld)) and; and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Loyalty Alliance Enterprise Corp), Investors’ Rights Agreement (Loyalty Alliance Enterprise Corp)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its their respective officers, directors and constituent partners, legal counsel for the Holders, partners and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages or damages, liabilities (or actions in respect thereof) to the extent such claims, losses, damages damages, liabilities or liabilities actions arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus prospectus, offering circular or other document issued by the Company (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the . The Company will also reimburse each such Holder, each such officer, director, constituent partner, legal counsel and underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 6 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense action arises out of or is based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) of a material fact furnished in a writing to the Company by such Holder, in each case to the extent, but only to the extent, that such untrue statement (or alleged untrue statement) or omission (or alleged omission) is made in such Registration Statement, prospectus, offering circular or other document in reliance upon and in conformity with written information furnished to the Company by such Holder, underwriter, or controlling person Holder and stated to be specifically for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Nexell Therapeutics Inc), Registration Rights Agreement (Baxter International Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, members, managers, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, members, managers, legal counsel for the Holders, each such underwriter and each person who controls any such Holder or underwriter for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, provided further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Investor Rights Agreement (Evoke Pharma Inc), Investor Rights Agreement (Evoke Pharma Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors directors, and constituent partnerspartners and members, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 9.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and provided, further, that the Company will not be liable (i) in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), if such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the person asserting any such loss, claim, damage, liability or action in any case in which such delivery is required by the Securities Act.
Appears in 2 contracts
Samples: Investor Rights Agreement (Jazz Pharmaceuticals Inc), Investor Rights Agreement (Jazz Pharmaceuticals Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors and constituent directors, partners, agents, legal counsel for the Holders, and each person Person controlling such Holderthat Holder within the meaning of the Securities Act, with respect to which Registration, qualification qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement, the respective officers, directors, partners, members, employees, representatives and agents of any such Holder or any such controlling Person, and each underwriter, if any, and each person of its officers, directors, partners, agents and each Person who controls any underwriter, underwriter within the meaning of the Securities Act against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company (or alleged violation) of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or Exchange Act or state or federal law other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will shall reimburse each such Holder, each such underwriter underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each person Person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) made in that Registration Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder, a Holder or underwriter, or controlling person if any, and expressly stated to be specifically for use in connection with the offering of securities of the Companysuch Registration Statement, Prospectus or other document.
Appears in 2 contracts
Samples: Conversion Registration Rights Agreement (GCL Silicon Technology Holdings Inc.), Registration Rights Agreement (GCL Silicon Technology Holdings Inc.)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act Act, Exchange Act, or Exchange Act or any state or federal securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 12.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not be unreasonably be withheld); and provided, further, that the Company will shall not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Investor Rights Agreement (Everbridge, Inc.), Investor Rights Agreement (Everbridge, Inc.)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, managers and constituent partnerspartners and members, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwritereach such underwriter (collectively, "Holder Indemnitees"), against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule title or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; , and the Company will reimburse each such HolderHolder Indemnitee, each such underwriter and each person who controls any such Holder or underwriter for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 2.6(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be Holder Indemnitee about such Holder Indemnitee for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Airnet Communications Corp, Airnet Communications Corp
Company’s Indemnification of Holders. To the extent ------------------------------------ permitted by law, the Company will shall indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, Agreement against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, such directors, officers, partners or law firm, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 7.11 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriterofficer, director, partner, counsel or controlling person and stated to be specifically for use in connection with the Registration and offering of securities of the Company.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Inventa Technologies Inc), Preferred Stock Purchase Agreement (Inventa Technologies Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (GLAUKOS Corp), Investors’ Rights Agreement (GLAUKOS Corp)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 3.6(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and expressly stated to be for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Sonendo, Inc.), Investors’ Rights Agreement (Sonendo, Inc.)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors and constituent directors, partners, agents, legal counsel for the Holders, and each person Person controlling such Holderthat Holder within the meaning of the Securities Act, with respect to which Registration, qualification qualification, or compliance of the Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person of its officers, directors, partners, agents and each Person who controls any underwriter, underwriter within the meaning of the Securities Act against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus Registration Statement, Prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary in order to make the statements made therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, or any violation by the Company (or alleged violation) of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or Exchange Act or state or federal law other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will shall reimburse each such Holder, each such underwriter underwriter, each of their respective officers, directors, partners, agents, legal counsels, and each person Person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement (or alleged untrue statement) or omission based (or alleged omission) is made in that Registration Statement, prospectus, or other document in reliance upon and in conformity with written information furnished to the Company by such Holder, a Holder or underwriter, or controlling person if any, and stated to be specifically for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Charm Communications Inc.), Registration Rights Agreement (Simcere Pharmaceutical Group)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent directors, managers, stockholders, members, partners, legal counsel for the Holders, Holders and each person controlling such HolderHolder (each, a “Holder Indemnified Party”), with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriterunderwriter (each, an “Underwriter Indemnified Party”), against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus Registration Statement, prospectus, offering circular, or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter Holder Indemnified Party and each person who controls any such Holder or underwriter Underwriter Indemnified Party for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person Holder Indemnified Party and Underwriter Indemnified Party and stated to be for use in connection with the offering of securities of the CompanyCompany to which such claim, loss, damage, liability or expense relates.
Appears in 2 contracts
Samples: Investor Rights Agreement (Conatus Pharmaceuticals Inc), Investor Rights Agreement (Conatus Pharmaceuticals Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance Registration of Registrable Securities has been effected pursuant to this Agreement, and each underwriterunderwriter thereof, if any, and each of its officers, directors, constituent partners, and each person who controls any such underwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action actions or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 2.7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, controlling person or controlling other indemnified person and stated to be for use in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus on file with the Commission at the time the Registration Statement becomes effective or a prospectus is filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.
Appears in 2 contracts
Samples: Registration Rights Agreement (LXR Biotechnology Inc), Registration Rights Agreement (LXR Biotechnology Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, employees and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registrationregistration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registrationregistration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any state securities law, or any rule or regulation promulgated under the Securities Act or Act, the Exchange Act or any state or federal law securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registrationregistration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors, employees and constituent partners, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, its officers, directors, employees, constituent partners, or legal counsel, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 2 contracts
Samples: Registration Rights Agreement (Equivest Finance Inc), Registration Rights Agreement (Equivest Finance Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages damages, liabilities or liabilities expenses (or actions in respect thereof) to the extent such claims, losses, damages damages, liabilities or liabilities expenses arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation (or alleged violation) by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, expense or action; provided, however, that the indemnity contained in this Section 3.6.1 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Bentley Systems Inc)
Company’s Indemnification of Holders. To the extent permitted by ------------------------------------ law, the Company will indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such HolderHolder within the meaning of the Securities Act, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages damages, or liabilities (or actions in respect thereof) to the extent such claims, losses, damages damages, or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or actionaction as such expenses are incurred; provided, however, that the indemnity contained in this Section 3.6.1 10.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company; provided, further, that this indemnity agreement with respect to a preliminary prospectus shall not inure to the benefit of any Holder from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Registrable Securities, or any person controlling such Holder, if a copy of the prospectus (as amended or supplemented at the time of sale) was not sent or given by or on behalf of the Holder to such person and if the prospectus (as so amended or supplemented) would have corrected the defect giving rise to such loss, liability, claim, damage or expense unless such failure to send or give the prospectus resulted from noncompliance by the Company with Section 8.1(c) or (1) hereof.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon and in conformity with written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Large Scale Biology Corp)
Company’s Indemnification of Holders. To the extent permitted ------------------------------------ by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or Exchange Act or any state or federal law securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, and legal counsel, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 11.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, its officers, directors, constituent partners, or legal counsel, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Neurocrine Biosciences Inc)
Company’s Indemnification of Holders. To the extent ------------------------------------ permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Demand Registration Rights Agreement (Shopping Com)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will Issuer shall indemnify each Holder, each of its such Holder’s officers, directors and constituent general partners, legal counsel for the Holders, and each person Person controlling such Holder, with respect to which Registration, qualification or compliance any registration of Registrable Securities has been (and any related compliance with other securities laws under Section 1.3) effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages damages, liabilities or liabilities expenses (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise incurred by an Indemnified Party (collectively “Losses”) arising out of or are based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or in any amendment or supplement thereof or in any preliminary prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification registration or compliance, or are based on (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation by Issuer of the Company of Securities Act, the Exchange Act, or any other securities law, or any rule or regulation promulgated under the Securities Act or Act, the Exchange Act or any state or federal law securities law, applicable to the Company Issuer and relating to action or inaction required of the Company Issuer in connection with any such Registration, qualification registration or compliance; and the Company will Issuer shall reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter Indemnified Party for any legal and any other expenses (including, without limitation, attorneys’ fees) reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or actionLosses; provided, however, that the indemnity contained in this Section 3.6.1 1.7(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Losses if settlement is effected without the consent of the Company Issuer (which consent shall not unreasonably be withheld); and provided, further, that the Company will Issuer shall not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Losses arise out of or is are based upon any untrue statement (or alleged untrue statement) or omission (or alleged omission) based upon written information furnished to the Company Issuer in writing by such HolderHolder or any of its officers, underwriterdirectors, general partners, or controlling person and stated to be Persons for use in connection with the offering of securities of Issuer; and provided, further, that Issuer shall not be liable in any such case to the Companyextent any such Losses arise out of or are based upon the failure of such Holder to comply with the prospectus delivery requirements of the Securities Act; and provided, further, that Issuer shall not be liable for legal fees incurred by any Indemnified Party after Issuer assumes the defense of the action in accordance with Section 1.7(c), except to the extent that such Indemnified Party hires separate counsel as a result of a conflict described in Section 1.7(c).
Appears in 1 contract
Samples: Convertible Notes Purchase Agreement (Wits Basin Precious Minerals Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, each legal counsel and independent accountant for the Holders, Holders and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, such officers, directors, constituent partners, law and accounting firms, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 3.6.1 12.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify and hold harmless each Holder, each of its officers, directors directors, and constituent partnerspartners and members, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 12.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and provided, further, that the Company will not be liable (i) in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (ii) in the case of a sale directly by a Holder of Registrable Securities (including a sale of such Registrable Securities through any underwriter retained by such Holder engaging in a distribution solely on behalf of such Holder), if such untrue statement or alleged untrue statement or omission or alleged omission was contained in a preliminary prospectus and corrected in a final or amended prospectus, and such Holder failed to deliver a copy of the final or amended prospectus at or prior to the confirmation of the sale of the Registrable Securities to the person asserting any such loss, claim, damage, liability or action in any case in which such delivery is required by the Securities Act.
Appears in 1 contract
Samples: Investor Rights Agreement (Jazz Pharmaceuticals Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holderseach Holder, and each person controlling such Holder, with respect to which Registration, qualification related qualification, or related compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter within the meaning of the Securities Act against all claims, losses, damages damages, or liabilities (or actions in respect thereof) to the extent such claims, losses, damages damages, or liabilities arise out of or are based upon (i) any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on (ii) any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or (iii) any violation or alleged violation by the Company of the Securities Act, the Exchange Act, any state securities law, or any rule or regulation promulgated under the Securities Act or Act, the Exchange Act or any state or federal securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse pay as incurred to each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter for underwriter, any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 13.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based upon any untrue statement or omission contained in such prospectus or other document based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Companytherein.
Appears in 1 contract
Samples: Registration Rights Agreement (Synageva Biopharma Corp)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person Person controlling such that Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person Person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or Exchange Act or state or federal law other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; , and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person Person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, "DAMAGES") to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 13.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Biomimetic Therapeutics, Inc.)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, Agreement against all claims, losses, damages damages, liabilities or liabilities expenses (or actions in respect thereof) to the extent such claims, losses, damages damages, liabilities or liabilities expenses arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation (or alleged violation) by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter Holder and each person who controls any such Holder or underwriter for any legal and any other expenses reasonably incurred in connection connect, on with investigating or defending any such claim, loss, damage, liability liability, expense or action; provided, however, that the indemnity contained in this Section 3.6.1 6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person Holder and stated to be for use in connection with the offering preparation of securities of the Companysuch prospectus (including any related Registration Statement).
Appears in 1 contract
Samples: Purchase and Option Agreement (Bentley Systems Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance Registration of Registrable Securities has been effected pursuant to this Agreement, and each underwriterunderwriter thereof, if any, and each of its officers, directors, constituent partners, and each person who controls any such underwriter, against all claims, losses, damages or liabilities (or actions in respect thereof) suffered or incurred by any of them, to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action actions or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 5.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, controlling person or controlling other indemnified person and stated to be for use in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the Commission at the time the Registration Statement becomes effective or a prospectus is filed with the Commission pursuant to Rule 424(b) (the "Final Prospectus"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to such person and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the Securities Act.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its Holder and Zesiger Capital Group LLC ("ZCG") xxx xxxir respective officers, directors and constituent directors, trustees, members, employees, partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, "Damages") to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration StatementStatement or amendment or supplement thereto) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act or Act, the Exchange Act or any state or federal securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, ZCG and each person who controls any such Holder or underwriter underwriter, and their respective officers, directors, trustees, members, partners, employees and legal counsel for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in the Registration Statement in connection with the offering of securities of the Company.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 13.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Rambus Inc)
Company’s Indemnification of Holders. To the extent permitted by ------------------------------------ law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such HolderHolder within the meaning of the Securities Act, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 11.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based made in reliance upon and in conformity with written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be specifically for use in connection with the offering of securities of the Company.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors and directors, constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, "Damages") to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration StatementStatement or amendment or supplement thereto) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act or Act, the Exchange Act or any state or federal securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 11.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such HolderXxxxxx, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Seattle Filmworks Inc
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, "Damages") to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 11.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Information and Registration Rights Agreement (Corcept Therapeutics Inc)
Company’s Indemnification of Holders. To the extent ------------------------------------ permitted by law, the Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "1934 Act"), or any state securities law, or any rule or regulation promulgated under the Securities Act, the 1934 Act or Exchange Act or any state or federal law securities law, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each of its officers, directors and constituent partners, and legal counsel, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred incurred, as incurred, in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, its officers, directors, constituent partners, or legal counsel, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: New Registration Rights Agreement (Neurocrine Biosciences Inc)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages damages, or liabilities (or actions in respect thereof) to the extent such claims, losses, damages damages, or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 13.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such Person Controlling that Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person Person who controls Controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in the light of circumstances under which they were made, not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, the Exchange Act, applicable Blue Sky laws, or Exchange Act or state or federal law other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; , and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person Person who controls Controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 14.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such a Holder, underwriter, or controlling person Person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Shareholders Agreement (China Digital TV Holding Co., Ltd.)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, managers and constituent partnerspartners and members, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwritereach such underwriter (collectively, “Holder Indemnitees”), against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule title or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; , and the Company will reimburse each such HolderHolder Indemnitee, each such underwriter and each person who controls any such Holder or underwriter for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, that the indemnity contained in this Section 3.6.1 2.6(a) shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be Holder Indemnitee about such Holder Indemnitee for use in connection with the offering of securities of the Company.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such that Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof to which they may become subject (collectively, “Damages”) to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any preliminary or final prospectus or other document (including any related Registration Statement) or amendment and supplement thereto incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation or alleged violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or Exchange Act or state or federal law other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; , and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person who controls any such officers, directors, Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 14.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action claims for Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission (or alleged untrue statement or omission) based upon written information furnished to the Company by such a Holder, underwriter, or controlling person and stated in writing to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Shareholders Agreement (E-Commerce China Dangdang Inc.)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such that Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or Exchange Act or state or federal law other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; , and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the The Company will indemnify each Holder, each of its officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such HolderHolder within the meaning of Section 15 of the Act or Section 20(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each of its officers, directors, constituent partners, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) Statement incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such Holder, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; providedPROVIDED, howeverHOWEVER, that the indemnity contained in this Section 3.6.1 1.8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheldwithheld or delayed); and providedPROVIDED, furtherFURTHER, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, underwriter or controlling person and stated to be for use in connection with the offering of securities of the Company. Notwithstanding the above, the foregoing indemnity agreement is subject to the condition that, insofar as it relates to any such untrue statement, alleged untrue statement, omission or alleged omission made in a preliminary prospectus, such indemnity agreement shall not inure to the benefit of any underwriter or any Holder, if there is no underwriter, if a copy of the final prospectus was not furnished to the person asserting the lose, liability, claim or damage at or prior to the time such action is required by the Act if the final prospectus corrected the untrue statement or omission or alleged untrue statement or omission.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such that Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or Exchange Act or state or federal law other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; , and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Shareholders’ Agreement (Country Style Cooking Restaurant Chain Co., Ltd.)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such that Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, "Damages") to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or Exchange Act or state or federal law any other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; , and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 13.1 shall not apply to amounts paid in settlement of any Damages if such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such a Holder, underwriter, or controlling control person of a Holder or underwriter and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Samples: Shareholders Agreement (China Finance Online Co. LTD)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such that Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, "DAMAGES") to the extent such claims, losses, damages or liabilities the Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act Act, Exchange Act, applicable Blue Sky laws, or Exchange Act or state or federal law other applicable laws in the jurisdiction other than the United States in which the Registration occurred, applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; , and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 13.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such a Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, “Damages”) to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that (a) the indemnity contained in this Section 3.6.1 8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that (b) the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be specifically for use in connection with the offering of securities of the Company; and (c) the indemnity contained in this Section 8.1 is subject to the condition that, insofar as it relates to any such untrue statement (or alleged untrue statement) or omission (or alleged omission) made in a preliminary prospectus on file with the Commission at the time the Registration Statement becomes effective or the amended prospectus is filed with the Commission pursuant to Rule 424(b) (the “Final Prospectus”), such indemnity shall not inure to the benefit of any underwriter, or any Holder, if there is no underwriter, if a copy of the Final Prospectus was not furnished to the person asserting the claim, loss, damage, liability or action at or prior to the time such action is required by the Securities Act, and if the Final Prospectus would have cured the defect giving rise to the loss, liability, claim or damage.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, `Damages') to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will shall not be liable in any such case (a) to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (b) in connection with the failure by the Holder to deliver in connection with any sale or sales by the Holder a subsequent prospectus, amendment or supplement that corrects any statement or omission in any prospectus if such subsequent prospectus, supplement or amendment was delivered to the Holder prior to such sale.
Appears in 1 contract
Samples: Registration Rights Agreement (Southwall Technologies Inc /De/)
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, and each of its officers, directors directors, and constituent partners, legal counsel for the Holders, and each person controlling person, if any, who controls such HolderHolder within the meaning of the Securities Act, with respect to which Registration, qualification or compliance of Registrable Securities registrable securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, against all claims, losses, damages damages, or liabilities (or actions in respect thereof) to the extent such claims, losses, damages damages, or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, in light of the circumstances under which they were made, or any violation (or alleged violation) by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 7 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability liability, or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability liability, or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder or persons on behalf of such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company; provided, further, that this indemnity agreement with respect to a preliminary prospectus shall not inure to the benefit of any Holder from whom the person asserting any such losses, liabilities, claims, damages or expenses purchased Registrable Securities, or any person controlling such Holder, if a copy of the prospectus (as amended or supplemented at the time of sale) was not sent or given by or on behalf of the Holder to such person and if the prospectus (as so amended or supplemented) would have corrected the defect giving rise to such loss, liability, claim, damage or expense.
Appears in 1 contract
Samples: Investor Rights Agreement (Soligen Technologies Inc)
Company’s Indemnification of Holders. To the extent permitted by ------------------------------------ law, the Company will indemnify each HolderHolders, each of its their officers, directors and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this AgreementHolders, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (or actions in respect thereof) to the extent such claims, losses, damages or liabilities arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliancecompliance of Registrable Stock effected pursuant to this Agreement, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will reimburse each such HolderHolders, each such underwriter and each person who controls any such Holder Holders or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability or action; provided, however, -------- that the indemnity contained in this Section 3.6.1 8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be -------- liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based which occurs in reliance upon and in strict conformity with written information furnished to the Company by such HolderHolders, underwriter, or controlling person under an instrument duly executed by such person and stated to be specifically for use in connection with the offering of securities of the Company.
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will indemnify each Holder, each of its officers, directors directors, trustees, agents and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages damages, liabilities or liabilities expenses (or actions in respect thereof) to the extent such claims, losses, damages damages, liabilities or liabilities expenses arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, or any violation by the Company of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any state securities law or any rule or regulation promulgated under the Securities Act or Act, the Exchange Act or any state or federal securities law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification or compliance; and the Company will promptly reimburse each such Holder, such officers, directors, trustees, agents, constituent parties and legal counsel, each such underwriter and each person who controls any such Holder or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, expense or action; provided, however, that the indemnity contained in this Section 3.6.1 7.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will not be liable in any such case to the extent that any such claim, loss, damage, liability or expense arises out of or is based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the Company.not
Appears in 1 contract
Company’s Indemnification of Holders. To the extent permitted by law, the Company will shall indemnify each Holder, each of its officers, directors members, directors, and constituent partners, legal counsel for the Holders, and each person controlling such Holder, with respect to which Registration, qualification qualification, or compliance of Registrable Securities has been effected pursuant to this Agreement, and each underwriter, if any, and each person who controls any underwriter, underwriter against all claims, losses, damages or liabilities (damages, liabilities, or actions in respect thereofthereof (collectively, "Damages") to the extent such claims, losses, damages or liabilities Damages arise out of or are based upon any untrue statement (or alleged untrue statement) of a material fact contained in any prospectus or other document (including any related Registration Statement) incident to any such Registration, qualification qualification, or compliance, or are based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading in light of the circumstances under which they were made, or any violation by the Company of any rule or regulation promulgated under the Securities Act or Exchange Act or state or federal law applicable to the Company and relating to action or inaction required of the Company in connection with any such Registration, qualification qualification, or compliance; and the Company will shall reimburse each such Holder, each such underwriter underwriter, and each person who controls any such Holder Holder, officer, member, director, constituent partner, legal counsel, person controlling Holder, or underwriter underwriter, for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claim, loss, damage, liability liability, or action; provided, however, that the indemnity contained in this Section 3.6.1 8.1 shall not apply to amounts paid in settlement of any such claim, loss, damage, liability or action Damages if settlement is effected without the consent of the Company (which consent shall not unreasonably be withheld); and provided, further, that the Company will shall not be liable in any such case (a) to the extent that any such claim, loss, damage, liability or expense arises Damages arise out of or is are based upon any untrue statement or omission based upon written information furnished to the Company by such Holder, underwriter, or controlling person and stated to be for use in connection with the offering of securities of the CompanyCompany or (b) in connection with the failure by the Holder to deliver in connection with any sale or sales by the Holder a subsequent prospectus, amendment or supplement that corrects any statement or omission in any prospectus if such subsequent prospectus, supplement or amendment was delivered to the Holder prior to such sale.
Appears in 1 contract
Samples: Registration Rights Agreement (Southwall Technologies Inc /De/)
