Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, severally and not jointly to indemnify and hold harmless the Initial Purchasers, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 3 contracts
Samples: Registration Rights Agreement (Heartport Inc), Registration Rights Agreement (Beyond Com Corp), Registration Rights Agreement (Cymer Inc)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement of Registrable Securities shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, severally and not jointly to indemnify and hold harmless the Initial Purchasers, the other selling Holders, the Company, its directors, its directors and officers who sign a Registration Statement, and each personPerson, if any, who controls the Company, the Initial Purchasers and any other selling Holder (Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against Act for all losses Losses arising out of of, or based upon upon, (i) any untrue statement or alleged untrue statement of a material fact contained in any a Registration Statement, or incorporated by reference therein, under which Registrable Securities were registered under the Securities Act or incorporated by reference therein, including, without limitation, any preliminary Prospectus or preliminary prospectus final Prospectus contained therein or arising out of any amendments or based upon supplements thereto, or any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to misleading in light of the extentcircumstances under which such statements were made, but only to the extent, extent that such untrue statement or omission is contained in any resulted from information relating to such that a Holder so furnished in writing by such Holder to the Company in writing expressly for use in such Registration Statement or Prospectustherein. In Notwithstanding the foregoing, no event Holder shall have any liability from an amount that exceeds the liability of any selling Holder of Registrable Securities hereunder net proceeds to be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain in full force and effect, regardless of any investigation made by the Company, and shall survive any transfer of Registrable Securities by such Indemnified Holder.
Appears in 3 contracts
Samples: Investor and Registration Rights Agreement (American Capital Strategies LTD), Investor and Registration Rights Agreement (Corrpro Companies Inc /Oh/), Investor and Registration Rights Agreement (Corrpro Companies Inc /Oh/)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, severally and not jointly to indemnify and hold harmless the Initial Purchasers, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 3 contracts
Samples: Registration Rights Agreement (Atmel Corp), Registration Rights Agreement (Atmel Corp), Registration Rights Agreement (Wind River Systems Inc)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice Notice and Questionnaire described in Section 2(d) hereof, severally and not jointly to indemnify and hold harmless the Initial PurchasersPurchaser, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers Purchaser and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sepracor Inc /De/), Registration Rights Agreement (Centocor Inc)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice Notice and Questionnaire described in Section 2(d) hereof, severally and not jointly to indemnify and hold harmless the Initial Purchasers, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 2 contracts
Samples: Registration Rights Agreement (Sepracor Inc /De/), Registration Rights Agreement (Omnicare Inc)
Indemnification by Holder of Registrable Securities. Each In connection with any registration pursuant to the terms of this Agreement, each Holder agrees, holding Registrable Securities will furnish to Parent in writing such information as Parent reasonably requests concerning such Holder or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and each such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereofHolder, severally and not jointly jointly, agrees to indemnify and hold harmless harmless, to the Initial Purchasersfullest extent permitted by law, the other selling Holders, the CompanyParent, its directors, its officers who sign a Registration Statementofficers, employees, stockholders, affiliates and each person, if any, person who controls the Company, the Initial Purchasers and any other selling Holder Parent (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), 0000 Xxx) against any Loss resulting from and against all losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements statement therein not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly Parent specifically for use inclusion in such Registration Statement or ProspectusProspectus or amendment or supplement thereto. In no event shall the aggregate liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such Holder and the amount of any damages such Holder has otherwise been required to pay by reason of such untrue statement or omission) received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 2 contracts
Samples: Registration Rights Agreement (Exelixis Inc), Registration Rights Agreement (Exelixis Inc)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, severally and not jointly to indemnify and hold harmless the Initial PurchasersPurchaser, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers Purchaser and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 1 contract
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, agrees severally and not jointly to indemnify and hold harmless Lomak and the Initial PurchasersTrust, the other selling Holders, the Company, its Lomak's directors, its Lomak's officers who sign a Registration Statement, the trustees of the Trust, and each person, if any, who controls Lomak or the Company, the Initial Purchasers and any other selling Holder Trust (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement, or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement, alleged untrue statement or omission or alleged omission is contained in any information relating to such Holder so furnished in writing by such Holder to Lomak or the Company Trust expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 1 contract
Samples: Registration Rights Agreement (Lomak Petroleum Inc)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, severally and not jointly to indemnify and hold harmless the Initial PurchasersPurchaser, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers Purchaser and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder (or its representative) to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the gross proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 1 contract
Samples: Registration Rights Agreement (Triarc Companies Inc)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, severally and not jointly to indemnify and hold harmless the Initial Purchasers, the other selling HoldersCompany, the Company, its 's directors, its the Company's officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers and any other selling Holder Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 1 contract
Samples: Registration Rights Agreement (Weatherford International Inc /New/)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, agrees severally and not jointly to indemnify and hold harmless Federal-Mogul and the Initial PurchasersTrust and their respective directors and officers, including without limitation the other selling Holders, trustees of the Company, its directors, its officers who sign a Registration StatementTrust, and each person, if any, who controls Federal-Mogul or the Company, the Initial Purchasers and any other selling Holder Trust (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus prospectus, or arising out of or based upon any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to Federal-Mogul and the Company Trust expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation.
Appears in 1 contract
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, agrees severally and not jointly to indemnify and hold harmless the Initial Purchasers, the other selling Holders, the Company, its directors, its officers who sign a Registration StatementXxxx Atlantic and FSI and their respective directors and officers, and each person, if any, who controls the Company, the Initial Purchasers and any other selling Holder Xxxx Atlantic or FSI (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus prospectus, or arising out of or based upon any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company Xxxx Atlantic and FSI expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Shelf Registration Statement giving rise to such indemnification obligation.
Appears in 1 contract
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereofa Notice and Questionnaire, severally and not jointly to indemnify and hold harmless the Initial PurchasersPurchaser, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers Purchaser and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 1 contract
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, severally and not jointly to indemnify and hold harmless the Initial PurchasersPurchaser, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers Purchaser and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 1 contract
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, agrees severally and not jointly to indemnify and hold harmless the Initial Purchasers, the other selling Holders, the Company, Company and its directors, its officers who sign a Registration Statementrespective directors and officers, and each person, if any, who controls the Company, the Initial Purchasers and any other selling Holder Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Statement or Prospectus or in any amendment or supplement thereto or in any preliminary prospectus prospectus, or arising out of or based upon any omission of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in any reliance upon and in conformity with information relating furnished to such Holder so furnished in writing the Company by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities pursuant to the Registration Statement giving rise to such indemnification obligation.
Appears in 1 contract
Samples: Registration Rights Agreement (Network Associates Inc)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereofa Questionnaire, severally and not jointly jointly, to indemnify and hold harmless the Initial Purchasers, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses Losses arising out of or based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 1 contract
Samples: Registration Rights Agreement (Cke Restaurants Inc)
Indemnification by Holder of Registrable Securities. Each Holder agrees, and such agreement shall be evidenced by the Holder delivering the notice described in Section 2(d) hereof, severally and not jointly jointly, to indemnify and hold harmless the Initial Purchasers, the other selling Holders, the Company, its directors, its officers who sign a Registration Statement, and each person, if any, who controls the Company, the Initial Purchasers and any other selling Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act), from and against all losses arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, extent that such untrue statement or omission is contained in any information relating to such Holder so furnished in writing by such Holder to the Company expressly for use in such Registration Statement or Prospectus. In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 1 contract