Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holder, severally and not jointly, will indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Company; provided, however, that the liability of any Holder under this Section 1.6(b) will be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will survive the transfer of Registrable Securities by such Holder.
Appears in 8 contracts
Samples: Registration Rights Agreement (Daystar Technologies Inc), Registration Rights Agreement (Daystar Technologies Inc), Registration Rights Agreement (Daystar Technologies Inc)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a1.7(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b1.7(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 7 contracts
Samples: ’s Rights Agreement (Immediatek Inc), Securities Purchase Agreement (Radical Holdings Lp), Securities Purchase Agreement (Immediatek Inc)
Indemnification by Holders. In connection with any proposed registration in which a Each Holder is participating pursuant to this Agreement, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holder, severally and not jointly, will indemnify and hold harmless the Company, any underwriter retained by each of its directors, each of its officers who has signed the Registration Statement, each person, if any, who controls the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act 1933 Act, any underwriter and any controlling person of any such underwriter or the Exchange Act) other holder (each a "Holder Indemnified Person"), against any Losses to which any of the foregoing persons may become subject, under the 1933 Act, the 1934 Act, or other federal or state law, insofar as such Persons Losses arise out of or are based upon any Violation, in each case to the same extent as the foregoing indemnity from the Company (and only to the Holders extent) that such Violation occurs solely as set forth in Section 1.6(a) (subject to a result of the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such written information furnished in writing by such each Holder expressly for use therein inclusion in the applicable Registration Statement, and not such Holder will pay, as incurred, any legal or other expenses reasonably incurred by any Holder Indemnified Person intended to be indemnified pursuant to this Section 5.2, in connection with respect to investigating or defending any other Holder or the Companysuch Loss; provided, however, that the any Holder's liability of any Holder under pursuant to this Section 1.6(b) will 5.2 shall be limited to the amount of the net proceeds received by such Holder from the sale of the Registrable Securities sold by it, and further provided that the indemnity agreement contained in the offering giving rise this Section 5.2 does not apply to such liability. Such indemnity obligation will remain amounts paid in full force and effect regardless settlement of any investigation made by or on behalf such Loss if such settlement is effected without the consent of the Holder Indemnified Parties (except as provided above) and will survive the transfer of Registrable Securities by such Holder, which consent shall not be unreasonably withheld.
Appears in 7 contracts
Samples: Registration Rights Agreement (Intraware Inc), Registration Rights Agreement (Intraware Inc), Agent Registration Rights Agreement (Securecare Technologies Inc)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders Holder Indemnified Parties as set forth in Section 1.6(a2.7(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b2.7(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 6 contracts
Samples: Registration Rights Agreement (Greenlight Capital LLC), Registration Rights Agreement (BioFuel Energy Corp.), Registration Rights Agreement (BioFuel Energy Corp.)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors, agents and general or limited partners (and the directors, officers, employees, advisors and agentsagents thereof), their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders Holder Indemnified Parties as set forth in Section 1.6(a2.10(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b2.10(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 3 contracts
Samples: Registration Rights Agreement (Mastech Digital, Inc.), Securities Purchase Agreement (Mastech Digital, Inc.), Securities Purchase Agreement (Mastech Digital, Inc.)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holder, severally and not jointly, will indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b) will be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will survive the transfer of Registrable Securities by such Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Daystar Technologies Inc), Registration Rights Agreement (Daystar Technologies Inc)
Indemnification by Holders. In connection with any proposed registration Registration Statement in which a Holder is participating pursuant to this Agreementparticipating, each such Holder will furnish to the Company in writing such powers of attorney, custody agreements and letters of direction and other information with respect to such Holder and affidavits as the Company may reasonably request or as may be required by law requests for use in connection with any such Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration Statement, and each Holdersuch Holder agrees to indemnify, severally and not jointlyto the fullest extent permitted by law, will indemnify and hold harmless the Company, any underwriter retained by the Company its directors and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates officers and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it and them harmless from, any of such Persons to the same extent as the foregoing indemnity Losses resulting from the Company to the Holders as set forth in Section 1.6(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law)any Misstatement/Omission, but only to the extent that such Misstatement/Omission is based upon and in conformity with respect to any such information furnished in writing by such Holder expressly for use therein in such Registration Statement; provided that the obligation to indemnify will be individual (several and not with respect joint) to any other each Holder or the Company; provided, however, that the liability of any Holder under this Section 1.6(b) and will be limited to the net amount of the proceeds (net proceeds of payment of all expenses) received by such Holder in from the offering sale of Registrable Securities pursuant to such Registration Statement giving rise to such liability. Such indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will survive the transfer of Registrable Securities by such Holderindemnification obligation.
Appears in 2 contracts
Samples: Registration Rights Agreement (Consolidated Delivery & Logistics Inc), Registration Rights Agreement (Cd&l Inc)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company Partnership in writing such information with respect to such Holder as the Company Partnership may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the CompanyPartnership, any underwriter retained by the Company Partnership and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company Partnership to the Holders Holder Indemnified Parties as set forth in Section 1.6(a2.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b2.8(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (CNX Coal Resources LP), Registration Rights Agreement (Greenlight Capital Inc)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders Holder Indemnified Parties as set forth in Section 1.6(a2.9(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b2.9(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 2 contracts
Samples: Backstop Registration Rights Agreement (Green Brick Partners, Inc.), Backstop Registration Rights Agreement (Third Point LLC)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will notwithstanding any termination of this Agreement, to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a2.7(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any violation by the Holder of the Securities Act, Exchange Act, any other Holder federal law, any state or common law or any rule or regulation promulgated thereunder or otherwise incident to any registration, qualification or compliance not resulting in any respect from the Company’s actions; provided, however, that the liability of any Holder under this Section 1.6(b2.7(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Hercules Offshore, LLC), Registration Rights Agreement (Hercules Offshore, Inc.)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any the Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) Controls any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a2.6(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence indemnity and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Company; provided, however, that the liability of any Holder under this Section 1.6(b) will be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liabilitytherein. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Crimson Exploration Inc.), Registration Rights Agreement (America Capital Energy Corp)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holderagrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and advisors, agents, stockholders, members, general partners and limited partners, and their respective Affiliates Affiliates, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons (collectively, “Company Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a6(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or in the CompanyRegistration Statement; provided, however, that the liability of any Holder under this Section 1.6(b6(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Company Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Satelites Mexicanos Sa De Cv), Registration Rights Agreement (Satelites Mexicanos Sa De Cv)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a2.7(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Company; provided, however, that the liability of any Holder under this Section 1.6(b) will be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liabilitytherein. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 2 contracts
Samples: Investors’ Rights Agreement (Vincera, Inc.), Investors’ Rights Agreement (Vincera, Inc.)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreementthe Shelf Registration, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any the Shelf Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration registration, and each Holder, severally and but not jointly, will agrees to indemnify and hold harmless the Company, any underwriter retained by the Company Company, and their respective directors, officers, partners, employees, advisors advisors, and agents, their respective Affiliates Affiliates, and each Person who controls (within the meaning of the Securities Act or and the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a5(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b5(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will survive the transfer of Registrable Securities by such Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Globix Corp), Registration Rights Agreement (Hicks Thomas O)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a1.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b1.8(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 2 contracts
Samples: Registration Rights Agreement (Magnachip Semiconductor LLC), Registration Rights Agreement (Magnachip Semiconductor LLC)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders Holder Indemnified Parties as set forth in Section 1.6(a2.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that (i) the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holders of a majority of the Registrable Securities subject to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) the liability of any Holder under this Section 1.6(b2.8(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (Liminal BioSciences Inc.)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons (collectively, the “Company Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a7(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not or any violation or alleged violation by such Holder of any Applicable Law in connection with respect to any other Holder or the Companysuch Registration Statement; provided, however, that the liability of any Holder under this Section 1.6(b7(b) will shall be limited to the amount of the net gross proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Company Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons (collectively, the “Company Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b8(b) will shall be limited to the amount of the net gross proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Company Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any the Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) Controls any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a2.5(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence indemnity and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Company; provided, however, that the liability of any Holder under this Section 1.6(b) will be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liabilitytherein. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder. Notwithstanding the foregoing, the indemnity obligation of each Holder pursuant to this Section 2.5(b) shall be limited to an amount equal to the total proceeds (before deducting underwriting discounts and commissions and expenses) received by such Holder for the sale of Registrable Securities by such Holder in a registration hereunder.
Appears in 1 contract
Samples: Registration Rights Agreement (Saratoga Resources Inc /Tx)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons (collectively, the “Company Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a) 6.1 (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not or any violation or alleged violation by such Holder of any Applicable Law in connection with respect to any other Holder or the Companysuch Registration Statement; provided, however, that the liability of any Holder under this Section 1.6(b) will 6.2 shall be limited to the amount of the net gross proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Company Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (China Gerui Advanced Materials Group LTD)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b8(b) will shall be limited to the amount of the net gross proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.. (c)
Appears in 1 contract
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any the Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a1.05(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that that, unless such liability is directly caused by such Holder's willful or intentional misconduct, the liability of any such Holder under this Section 1.6(b1.05(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holder, severally and not jointly, will indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a1.5(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Company; provided, however, that the liability of any Holder under this Section 1.6(b1.5(b) will be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (Daystar Technologies Inc)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors, agents and general or limited partners (and the directors, officers, employees, advisors and agentsagents thereof), their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders Holder Indemnified Parties as set forth in Section 1.6(a2.10(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b2.10(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such HolderHolder and the termination of this Agreement.
Appears in 1 contract
Samples: Registration Rights Agreement (Mastech Digital, Inc.)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any the Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a2.05(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that that, unless such liability is directly caused by such Holder's willful or intentional misconduct, the liability of any such Holder under this Section 1.6(b2.05(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Indemnification by Holders. In connection with Each Holder of Registrable Securities -------------------------- participating in any proposed registration in which a Holder is participating pursuant to this Agreementhereunder shall severally, each such Holder will furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holder, severally and not jointly, will indemnify and hold harmless harmless, to the Companyfullest extent permitted by law, any underwriter retained by the Company and their respective Iconquest, its directors, officers, partners, employees, advisors affiliates and agents, their respective Affiliates and each Person who controls Iconquest (within the meaning of the Securities Act or the Exchange Act) any of such Persons (collectively, "Iconquest Indemnified Parties") to the same extent as the foregoing indemnity from the Company Iconquest to the Holders as set forth in Section 1.6(asubsection (a) of this Article VI (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence indemnity and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder -------- ------- under this Section 1.6(bsubsection (b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Iconquest Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities such securities by such Holder.
Appears in 1 contract
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and advisors, agents, stockholders, members, general partners and limited partners, and their respective Affiliates Affiliates, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons (collectively, “Holder Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a1.5(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companyin such Registration Statement; provided, however, that the liability of any Holder under this Section 1.6(b1.5(b) will shall be limited to the amount of the net gross proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (United Fuel & Energy Corp)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each Exhibit 10.6 such Holder will furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each Holder, severally and not jointly, will indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Company; provided, however, that the liability of any Holder under this Section 1.6(b) will be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Samples: Amended Registration Rights Agreement (Daystar Technologies Inc)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company SLB in writing such information with respect to such Holder as the Company SLB may reasonably request or as may be required by law for use in connection with any the Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company SLB and their respective its directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company SLB to the Holders as set forth in Section 1.6(a1.05(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that that, unless such liability is directly caused by such Holder’s wilful or intentional misconduct, the liability of any such Holder under this Section 1.6(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Samples: Registration Rights Agreement (Schlumberger LTD /Nv/)
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company and their respective directors, officers, partners, employees, advisors and agents, their respective Affiliates and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companytherein; provided, however, that the liability of any Holder under this Section 1.6(b8(b) will shall be limited to the amount of the net gross proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract
Indemnification by Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Holder will shall furnish to the Company in writing such information with respect to such Holder as the Company may reasonably request or as may be required by law for use in connection with any Registration Statement or prospectus or preliminary prospectus to be used in connection with such registration and each HolderHolder agrees, severally and not jointly, will to indemnify and hold harmless the Company, any underwriter retained by the Company Company, any other Holder selling securities in such Registration Statement and their respective directors, officers, partners, employees, advisors and advisors, agents, stockholders, members, general partners and limited partners, and their respective Affiliates Affiliates, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) any of such Persons (collectively, “Holder Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.6(a2.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such information furnished in writing by such Holder expressly for use therein and not with respect to any other Holder or the Companyin such Registration Statement; provided, however, that the liability of any Holder under this Section 1.6(b2.8(b) will shall be limited to the amount of the net proceeds received by such Holder in the offering giving rise to such liability. Such indemnity obligation will shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties (except as provided above) and will shall survive the transfer of Registrable Securities by such Holder.
Appears in 1 contract