Common use of Indemnification by Holder of Registrable Shares Clause in Contracts

Indemnification by Holder of Registrable Shares. In connection with any Registration Statement in which an Investor is participating, such Investor shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such Registration Statement or the related Prospectus or any amendment or supplement thereto, or any 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 or alleged untrue statement or omission or alleged omission is based upon any information so furnished in writing by or on behalf of such Investor to the Company expressly for use in such Registration Statement or Prospectus, provided, however, that the indemnification obligations of the Investor pursuant to this Section 7(b) shall be limited to a maximum amount equal to the cash proceeds actually received by the Investor pursuant to any public offering of securities in connection with such Registration Statement.

Appears in 2 contracts

Samples: Consulting Agreement (Eos Petro, Inc.), Unsecured Convertible Promissory Note (IMMS, Inc.)

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Indemnification by Holder of Registrable Shares. In connection with any Registration Statement in which an Investor a Holder is participating, such Investor Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such Registration Statement or the related Prospectus or any amendment or supplement thereto, or any 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 or alleged untrue statement or omission or alleged omission is based upon any information so furnished in writing by or on behalf of such Investor Holder to the Company expressly for use in such Registration Statement or Prospectus, ; provided, however, that such Holder shall not be liable in any such case (i) to the indemnification obligations extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in any Prospectus used by any person (other than such Holder or an Affiliate of such Holder) after such time as such Holder advised the Company of the Investor need for a correction thereof or (ii) in an amount that exceeds the net proceeds received by such Holder from the sale of Registrable Shares pursuant to this Section 7(b) shall be limited to a maximum amount equal to the cash proceeds actually received by the Investor pursuant to any public offering of securities in connection with such Registration Statement.

Appears in 2 contracts

Samples: LMC Agreement (Time Warner Inc), LMC Agreement (Time Warner Inc)

Indemnification by Holder of Registrable Shares. In connection with any Registration Statement in which an Investor a Holder is participating, such Investor Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, its any other participating Holder, their respective directors, officers, agents or employees, each Person who controls the Company or any other participating Holder (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such Registration Statement or the related Prospectus or any amendment or supplement thereto, or any 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 or alleged untrue statement or omission or alleged omission is based upon any information so furnished in writing by or on behalf of such Investor Holder to the Company expressly for use in such Registration Statement or Prospectus, provided, however, ; PROVIDED that the indemnification obligations of the Investor pursuant to in no event shall any indemnity under this Section 7(b) shall be limited to a maximum amount equal to exceed the cash net proceeds actually received by the Investor pursuant Holder from the offering related to any public offering of securities in connection with such the Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Mossimo Inc)

Indemnification by Holder of Registrable Shares. In connection with any Registration Statement in which an Investor a Holder is participating, such Investor Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such Registration Statement or the related Prospectus or any amendment or supplement thereto, or any 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 or alleged untrue statement or omission or alleged omission is based upon any information so furnished in writing by or on behalf of such Investor Holder to the Company expressly for use in such Registration Statement or Prospectus, provided, however, that the indemnification obligations of the Investor Holder pursuant to this Section 7(b9(b) shall be limited to a maximum amount equal to the cash proceeds actually received by the Investor Holder pursuant to any public offering of securities in connection with such Registration Statement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Churchill Environmental & Industrial Equity Partners Lp)

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Indemnification by Holder of Registrable Shares. In connection with any Registration Statement in which an Investor a Holder is participating, such Investor Holder shall furnish to the Company in writing such information as the Company reasonably requests for use in connection with such Registration Statement or the related Prospectus and agrees to indemnify, to the full extent permitted by law, the Company, its directors, officers, agents or employees, each Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling Persons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in such Registration Statement or the related Prospectus or any amendment or supplement thereto, or any 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, extent that such untrue or alleged untrue statement or omission or alleged omission is based upon any information so furnished in writing by or on behalf of such Investor Holder to the Company expressly for use in such Registration Statement or Prospectus, provided, however, ; provided that the indemnification obligations of the Investor aggregate amount which any such Holder shall be required to pay pursuant to this Section 7(b) hereto shall be limited to a maximum the amount equal to the cash of net proceeds actually received by the Investor Holder upon the sale of the Registrable Shares pursuant to any public offering of securities in connection with the Registration Statement giving rise to such Registration Statementmatters.

Appears in 1 contract

Samples: Registration Rights Agreement (Dvi Inc)

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