INDEMNIFICATION BY A SELLING STOCKHOLDER. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.1 of this Agreement), to the extent permitted by law, the Company and its directors, officers and controlling Persons, and their respective directors, officers and general partners, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus included therein, or any amendment or supplement thereto, or to any such prospectus, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information that relates only to such holder or the plan of distribution that is expressly furnished to the Company by or on behalf of such holder for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or such holder, as the case may be, or any of their respective directors, officers, or controlling Persons and shall survive the transfer of Registrable Securities by such holder. With respect to each claim pursuant to this Section 9.2, each holder's maximum liability under this Section 9.2 shall be limited to an amount equal to the net proceeds actually received by such holder (after deducting any underwriting fees, discount and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such holder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Moore Robert W/Nv), Registration Rights Agreement (Chadmoore Wireless Group Inc), Investment Agreement (Recovery Equity Investors Ii Lp)
INDEMNIFICATION BY A SELLING STOCKHOLDER. In connection with any registration statement in which a holder Holder of Registrable Securities is participating, each such holder Holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.1 of this Agreement7.1), to the extent permitted by law, the Company and its directors, officers and controlling Persons, and their respective directors, officers and general partners, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus included therein, or any amendment or supplement thereto, or to any such prospectus, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information that relates only to such holder Holder or the plan of distribution that is expressly furnished to the Company by or on behalf of such holder Holder for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or such holderHolder, as the case may be, or any of their respective directors, officers, or controlling Persons and shall survive the transfer of Registrable Securities by such holderHolder. With respect to each claim pursuant to this Section 9.27.2, each holder's Holder’s maximum liability under this Section 9.2 7.2 shall be limited to an amount equal to the net proceeds actually received by such holder Holder (after deducting any underwriting fees, discount and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such holderHolder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Ubiquity, Inc.), Registration Rights Agreement (Ubiquity, Inc.)
INDEMNIFICATION BY A SELLING STOCKHOLDER. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.1 8.1 of this Agreement), to the extent permitted by law, the Company and its directors, officers and controlling Persons, and their respective directors, officers and general partners, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus included contained therein, or any amendment or supplement thereto, or to any such prospectus, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information that relates only to such holder or the plan of distribution that is expressly furnished to the Company by or on behalf of such holder for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or such holder, as the case may be, or any of their respective directors, officers, or controlling Persons or general partners and shall survive the transfer of Registrable Securities such securities by such holder. With respect to each claim pursuant to this Section 9.28.2, each holder's maximum liability under this Section 9.2 shall be limited to an amount equal to the net proceeds actually received by such holder (after deducting any underwriting fees, discount and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such holder.
Appears in 1 contract
Samples: Registration Rights Agreement (MSX International Inc)
INDEMNIFICATION BY A SELLING STOCKHOLDER. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder agrees to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.1 8.1 of this Agreement), to the extent permitted by law, the Company and its directors, officers and controlling Persons, and their respective directors, officers and general partners, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus included contained therein, or any amendment or supplement thereto, or to any such prospectus, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information that relates only to such holder or the plan of distribution that is expressly furnished to the Company by or on behalf of such holder for use in the Registration Rights Agreement preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or such holder, as the case may be, or any of their respective directors, officers, or controlling Persons or general partners and shall survive the transfer of Registrable Securities such securities by such holder. With respect to each claim pursuant to this Section 9.28.2, each holder's maximum liability under this Section 9.2 shall be limited to an amount equal to the net proceeds actually received by such holder (after deducting any underwriting fees, discount and expenses) from the sale of Registrable Securities being sold pursuant to such registration statement or prospectus by such holder.
Appears in 1 contract
Samples: Registration Rights Agreement (MSX International Business Services Inc)