Common use of Holders’ Indemnification Clause in Contracts

Holders’ Indemnification. In connection with the Registration Statement, each such Holder will furnish to the Company such information as shall reasonably be requested by the Company for use in such registration statement or prospectus and shall severally, and not jointly, indemnify, to the extent permitted by law, the Company, its directors, officers, employees and agents against any losses, claims, damages, liabilities and expenses (under the Securities Act, at common law or otherwise), insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained on the effective date thereof in the registration statement, or any final prospectus included therein (in each case as amended or supplemented, including without limitation, any update pursuant to Rule 424(b) under the Securities Act), but only to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, written information furnished by such Holder, specifically for use in such registration statement or prospectus; provided, however, that the obligations of such Holders hereunder shall be limited to an amount equal to the net proceeds to each Holder of Registrable Securities sold in connection with such registration.

Appears in 3 contracts

Samples: Registration Rights Agreement (NexCen Brands, Inc.), Registration Rights Agreement (NexCen Brands, Inc.), Registration Rights Agreement (MRS Fields Famous Brands LLC)

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Holders’ Indemnification. In connection with the Registration Statement, each such Holder will furnish to the Company such information as shall reasonably be requested by the Company for use in such registration statement or prospectus and shall severally, and not jointly, indemnify, to the extent permitted by law, the Company, its directors, officers, employees and agents against any losses, claims, damages, liabilities and expenses (under the Securities Act, at common law or otherwise), insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained on the effective date thereof in the registration statementRegistration Statement, or any final prospectus included therein (in each case as amended or supplemented, including without limitation, any update pursuant to Rule 424(b) under the Securities Act), but only to the extent that such untrue statement of a material fact is contained in, or such material fact is omitted from, written information furnished by such Holder, specifically for use in such registration statement or prospectus; provided, however, that the obligations of such Holders hereunder shall be limited to an amount equal to the net proceeds to each Holder of Registrable Securities sold in connection with such registration.

Appears in 2 contracts

Samples: Registration Rights Agreement (NexCen Brands, Inc.), Registration Rights Agreement (MRS Fields Famous Brands LLC)

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Holders’ Indemnification. In connection with the Registration StatementEach Holder will, each if Registrable Securities held by such Holder will furnish are included in the securities as to the Company such information as shall reasonably be requested by the Company for use in which such registration statement or prospectus and shall severally, and not jointlyis being effected, indemnify, to the extent permitted by law, defend and hold the Company, each of its directors, directors and officers, employees each legal counsel and agents against any lossesindependent accountant of the Company, claimseach underwriter, damagesif any, liabilities and expenses (under of the Company's securities covered by such a registration statement, each person who controls the Company within the meaning of the Securities Act, at common law or otherwise)and each other such Holder, insofar as each of its officers and directors and each person controlling such Holder, harmless from, against and in respect of all claims, losses, claimsexpenses, damages, damages and liabilities (or expenses arise actions in respect thereto) arising out of or are based upon on any untrue statement (or alleged untrue statement statement) of a material fact contained on the effective date thereof in the any such registration statement, prospectus, offering circular or other document, or any final prospectus included omission (or alleged omission) to state therein (in each case as amended or supplemented, including without limitation, any update pursuant to Rule 424(b) under the Securities Act), but only to the extent that such untrue statement of a material fact is contained inrequired to be stated therein or necessary to make the statements therein not misleading. Furthermore, or such material fact is omitted from, written information furnished by such Holder, specifically for use in such registration statement or prospectus; provided, however, that the obligations of such Holders hereunder shall be limited to an amount equal to the net proceeds to each Holder of Registrable Securities sold in connection with will reimburse the Company, such registration.Holders, such directors, officers, persons or underwriters for any reasonable legal or

Appears in 1 contract

Samples: Registration Rights Agreement (Immersion Corp)

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