Common use of Indemnification by Holders of Registrable Securities Clause in Contracts

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits with respect to such holder as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the Corporation, its directors and officers and each person who controls the Corporation (within the meaning of either Section 15 of the Act or Section 20 of the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent that such untrue statement or omission is contained in any information or affidavit with respect to such holder so furnished in writing by or on behalf of such holder for inclusion in any Prospectus or Registration Statement. The Corporation shall be entitled to receive indemnification from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons so furnished in writing by such persons specifically for inclusion in any Prospectus or Registration Statement.

Appears in 3 contracts

Samples: Note Purchase Agreement (Singer Brad C), Registration Rights Agreement (Dualstar Technologies Corp), Registration Rights Agreement (Singer Brad C)

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Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a holder Holder of Registrable Securities is participating, each such holder Holder will furnish to the Corporation Company in writing such information and affidavits with respect to such holder as the Corporation Company reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, but without duplication, the CorporationCompany, its directors officers, directors, shareholders, employees, advisors and officers agents, and each person Person who controls the Corporation Company (within the meaning of either Section 15 of the Act or Section 20 of the Exchange Securities Act) against any losses, claims, damages, liabilities liabilities, expenses actions and expenses resulting from proceedings (including reasonable costs of investigation and reasonable legal fees and expenses) that arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in, or any omission or alleged omission to state of a material fact required to be contained in, the Registration Statement or Prospectus, or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the a Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit with respect to such holder so furnished in writing by or on behalf of such holder Holder to the Company specifically for inclusion in any Prospectus or Registration Statementtherein. The Corporation Company and the other persons described above shall be entitled to receive indemnification indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals underwriters participating in the distribution, to the same extent as provided above with respect to information with respect to such persons so furnished in writing by such persons Persons specifically for inclusion in any Prospectus or Registration Statement.

Appears in 2 contracts

Samples: Registration Rights Agreement (Tyco International LTD /Ber/), Registration Rights Agreement (Westar Capital Inc)

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities Holder is participating, each such holder Holder will furnish to the Corporation Company in writing such information and affidavits with respect to such holder Holder as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnify, to the full extent permitted by law, the CorporationCompany, its the directors and officers of the Company signing the Registration Statement and each person who controls the Corporation Company (within the meaning of either Section 15 of the Securities Act or Section 20 of and the Exchange Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, to the extent extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit with respect to such holder Holder so furnished in writing by such Holder or on behalf of such holder its representative specifically for inclusion therein; PROVIDED, HOWEVER, that the Holder's liability shall in any Prospectus or no event exceed the net proceeds received by such Holder from the sale of shares pursuant to such Registration Statement. The Corporation Company shall be entitled to receive indemnification indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons or entities so furnished in writing by such persons or entities or their representatives specifically for inclusion in any Prospectus or Registration Statement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Usinternetworking Inc), Stock Purchase Agreement (Usinternetworking Inc)

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a holder of covering Registrable Securities is participatingof any Holder, each such holder Holder will furnish to the Corporation Company in writing such information and affidavits with respect to such holder as the Corporation Company reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, but without duplication, the CorporationCompany, its directors officers, directors, stockholders, employees, advisors and officers agents, and each person Person who controls the Corporation Company (within the meaning of either Section 15 of the Act or Section 20 of the Exchange Securities Act) ), against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact in, or any omission or alleged omission to state of a material fact required to be stated in, the Registration Statement or in any preliminary or final Prospectus, or any amendment or supplement thereto, or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the a Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit with respect to such holder so furnished in writing by or on behalf of such holder for inclusion in any Prospectus or Registration Statement. The Corporation shall be entitled to receive indemnification from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons so furnished in writing by such persons Holder to the Company specifically for inclusion therein. If the offering to which the Registration Statement relates is an Underwritten Offering, each Holder agrees to enter into an underwriting agreement in any Prospectus or Registration Statementcustomary form with such underwriters and to indemnify such underwriters, their officers and directors, if any, and each Person who controls such underwriters within the meaning of the Securities Act to the same extent as hereinabove provided with respect to indemnification by such Holder of the Company.

Appears in 1 contract

Samples: Investor's Rights Agreement (One Source Technologies Inc)

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a the Registration, each holder of Registrable Securities is participating, each such holder will furnish to the Corporation in writing such information and affidavits with respect to such holder as the Corporation reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the Corporation, its directors and officers and each person Person who controls the Corporation (within the meaning of either Section 15 of the Act or Section 20 of the Exchange Securities Act) against any losses, claims, damages, liabilities and expenses (including reasonable attorney's fees and disbursements) resulting from any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto, or any omission or alleged omission to state of a material fact necessary required to make the statements be stated in the Registration Statement or Prospectus or preliminary Prospectus (in prospectus necessary to make the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statements therein not misleading, to the extent extent, but only the extent, that such untrue statement or omission is contained in any information or affidavit with respect to such holder so furnished in writing by or on behalf of such holder to the Corporation specifically for inclusion in any Prospectus or such Registration Statement, Prospectus, preliminary prospectus, amendment or supplement thereto. The Corporation shall be entitled to receive indemnification indemnities from underwriters, selling brokers, dealer dealer--managers and similar securities industry professionals participating in the distribution, to the same extent as provided above with respect to information with respect to such persons so furnished in writing by such persons Person specifically for the inclusion in any Prospectus or Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Leapfrog Smart Products Inc)

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Indemnification by Holders of Registrable Securities. In connection with any Registration Statement registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Corporation Issuer, in writing writing, such information and affidavits with respect to such holder as the Corporation Issuer reasonably requests for use in connection with any Registration Statement such registration statement or Prospectus prospectus and agrees to indemnify, to the full extent permitted by law, the CorporationIssuer, its directors directors, officers, employees and officers agents and each person Person who controls the Corporation Issuer (within the meaning of either Section 15 of the Act Securities Act), and any investment advisor thereof or Section 20 of the Exchange Act) agent therefor against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission to state of a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus therein (in the case of the Prospectus or any preliminary Prospectusa prospectus, in light of the circumstances under which they were made) not misleading, to the extent extent, but only to the extent, that such untrue statement or omission is contained in or failed to be contained in any information or affidavit with respect to such holder so furnished in writing by such holder specifically for inclusion therein or on behalf resulting from the violation of applicable securities laws of such holder for inclusion or its agents in connection with the sale of the Registrable Securities. In no event shall the liability of any Prospectus or Registration Statement. The Corporation shall participating holder hereunder be entitled to receive indemnification from underwriters, selling brokers, dealer managers and similar securities industry professionals participating greater in amount than the distribution, to dollar amount of the same extent as provided above with respect to information with respect proceeds received by such holder upon the sale of the Registrable Securities giving rise to such persons so furnished in writing by such persons specifically for inclusion in any Prospectus or Registration Statementindemnification obligation.

Appears in 1 contract

Samples: Registration Rights Agreement (Whole Foods Market Inc)

Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a holder of Registrable Securities is participating, each such holder will of Registrable Securities shall furnish to the Corporation Company in writing such information and affidavits with respect to such holder as the Corporation Company reasonably requests for use in connection with any Registration Statement or Prospectus and agrees to indemnifyindemnify and hold harmless, to the full extent permitted by law, the CorporationCompany, its directors directors, officers, agents and officers and employees, each person who controls the Corporation Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) and the directors, officers, agents or employees of such controlling persons, from and against any losses, claims, damages, liabilities and expenses resulting from 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 relating to the Registrable Securities, or arising out of or based upon any omission or alleged omission to state of a material fact required to be stated therein or necessary to make the statements in the Registration Statement or Prospectus or preliminary Prospectus (in the case of the Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) statement therein not misleading, to the extent extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission is contained in any information or affidavit with respect to furnished by such holder so furnished in writing by or on such holder's behalf to the Company specifically for use in connection with the preparation of such holder for inclusion in any Prospectus Registration Statement or Registration StatementProspectus. The Corporation Company shall be entitled to receive indemnification indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, distribution to the same extent as provided above with respect to information with respect to such persons so furnished in writing by such persons specifically or on their behalf expressly for inclusion use in any Prospectus or Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (GST Telecommunications Inc)

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