Common use of Indemnification by Issuer Clause in Contracts

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save harmless, Ambac and its officers, directors, shareholders, employees, agents and each Person, if any, who controls Ambac within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: (i) any statement, omission or action (other than of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such claims arise out of or are based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

Appears in 2 contracts

Samples: Insurance and Indemnity Agreement (Special Value Expansion Fund, LLC), Insurance and Indemnity Agreement (Special Value Opportunities Fund LLC)

AutoNDA by SimpleDocs

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save harmless, Ambac hold harmless each Purchaser and its officers, directors, shareholdersaffiliates, employeesmembers, agents and each Person, if any, person who controls Ambac such Purchaser (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act Act), and their respective successors, assigns, heirs, representatives and estates (collectively, the “Purchaser Indemnified Parties”) from and against all Losses incurred by reason of: (i) any statementlosses, omission or action (other than of or by Ambac) in connection with the offeringclaims, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Sharesdamages, or any judgment, order liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or decree applicable to it; (ivotherwise) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such claims losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon any untrue statement breach of the representations or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent warranties of the Issuer contained herein, or any Person controlling failure to comply with the covenants and agreements of the Issuer from contained herein, and against all Losses the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred by reason in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any untrue statement representations or alleged untrue statement warranties made by such Purchaser herein, or the failure of material fact such Purchaser Indemnified Parties to comply with its covenants and agreements contained in the section this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled "Capitalization of the Company--Ambac" of the Offering Document to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the Preferred amounts provided for herein on demand as such expenses are incurred; provided, however, that the Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate purchase price for the Purchased Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingthis Agreement.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Contango ORE, Inc.), Stock Purchase Agreement (Contango ORE, Inc.)

Indemnification by Issuer. (a) The Issuer agrees to payshall, and to protectit hereby agrees to, indemnify and save harmless, Ambac and its officers, directors, shareholders, employees, agents and each Person, if any, who controls Ambac within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: (i) any statementindemnify, omission defend and hold harmless Stockholder and each Seller, and each Person who participates as a sales or action (other than of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, placement agent or advisor of the Issuer underwriter in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic offering or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Registered Shares, against any losses, claims, damages or liabilities to which Stockholder, any judgmentSeller or such agent or underwriter may become subject, order insofar as such losses, claims, damages or decree applicable to it; liabilities (ivor actions or proceedings in respect thereof) the breach by the Issuer arise out of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute are based upon (A) an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document a Registration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading or (B) any violation by Issuer of any federal, state or other law applicable to Issuer in light of connection with such registration, and (ii) reimburse Stockholder, each Seller and any such agent or underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such action, proceeding or claim; provided, however, that Issuer shall not be liable to any such Person in any such case to the circumstances under which they were madeextent that any such loss, not misleadingclaim, except insofar as such claims arise damage, liability or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in a Registration Statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to state therein a material fact required to be stated therein or necessary to make the statements Issuer by any such Person expressly for use therein, in light or by such Person's failure to furnish Issuer, upon written request, with the information with respect to such Person, or Stockholder's intended method of distribution, that is the subject of the circumstances under which they were made, not misleadinguntrue statement or omission.

Appears in 2 contracts

Samples: Registration Rights Agreement (Harris Corp /De/), Registration Rights Agreement (Lanier Worldwide Inc)

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save hold harmless, Ambac and to the full extent permitted by law, each Holder, its officers, directors, shareholders, employees, agents directors and employees and each Person, if any, Person who controls Ambac such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act) against all Losses incurred by reason of: (i) any statementlosses, omission or action (other than of or by Ambac) in connection with the offeringclaims, issuancedamages, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed liabilities and expenses caused by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by such claims arise Holder expressly for use therein; PROVIDED, HOWEVER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to state therein a material fact required deliver or cause to be stated therein or necessary to make the statements therein, in light delivered a copy of the circumstances under which they were madeProspectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not misleadingbe liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.

Appears in 2 contracts

Samples: Registration Rights Agreement (Accuride Corp), Registration Rights Agreement (Alliance Imaging Inc /De/)

Indemnification by Issuer. (a) The Issuer agrees to paywill, and hereby does, to protect, the full extent permitted by law indemnify and save harmlesshold harmless the participating Holder of any Registrable Securities covered by any registration statement filed pursuant to Section 2, Ambac and its officers, directors, shareholders, employees, agents and each Person, if any, who controls Ambac within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: any losses, claims, damages or liabilities, joint or several (ior actions or proceedings, whether commenced or threatened, in respect thereof, whether or not such Holder is a party thereto, and including reasonable costs of investigation and legal expenses) any statement(collectively, omission “Claims”), to which such Holder may become subject under the Act or action (other than otherwise, insofar as such Claims arise out of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Offering Document Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, “Registration Documents”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading (in the case of a prospectus or preliminary prospectus, in light of the circumstances under in which they were made), or any violation by Issuer of the Act or any state securities law, or any rule or regulation promulgated under the Act or any state securities law, or any other law applicable to Issuer relating to any such registration or qualification, and Issuer will reimburse such Holder for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that Issuer shall not misleading, except insofar as be liable in any such claims arise case to the extent that any such Claim or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in any such Registration Document in reliance upon and in conformity with written information furnished to state therein a material fact required Issuer for use in the preparation thereof; provided further, that Issuer shall not be liable to be stated therein any Holder to the extent that any Claim or necessary to make the statements therein, in light expense arises out of the circumstances under which they were made, not misleadingfailure by such Holder to send or give a copy of the final prospectus to the Person claiming an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder and shall survive the transfer of such securities by such Holder.

Appears in 2 contracts

Samples: Merger Agreement (Xto Energy Inc), Registration Rights Agreement (Xto Energy Inc)

Indemnification by Issuer. (a) The Issuer hereby agrees to payindemnify Trustee, each Noteholder, each Affected Party and to protecteach of the successors, indemnify permitted transferees and save harmless, Ambac assigns of any such Person and its all officers, directors, shareholders, controlling Persons, employees, affiliates and agents and each Person, if any, who controls Ambac within the meaning of either Section 15 any of the Securities Act or Section 20 foregoing (each of the Exchange Act foregoing Persons individually being called an "INDEMNIFIED PARTY"), forthwith on demand, from and against any 36 and all damages, losses, claims (whether on account of settlement or otherwise, and whether or not the relevant Indemnified Party is a party to any action or proceeding that gives rise to any Indemnified Losses (as defined below)), judgments, liabilities and related reasonable costs and expenses (including reasonable attorneys' fees and disbursements) (all of the foregoing collectively being called "INDEMNIFIED LOSSES") awarded against or incurred by reason of: (i) any statement, omission or action (other than of them that arise out of or by Ambac) in connection with the offeringrelate to Issuer's performance of, issuanceor failure to perform, sale any of its obligations under or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; . Notwithstanding the foregoing, in no event shall any Indemnified Party be indemnified against any Indemnified Losses (iiia) resulting from gross negligence or willful misconduct on the violation part of such Indemnified Party (or the gross negligence or willful misconduct on the part of any of its officers, directors, employees, affiliates or agents), (b) to the extent they include Indemnified Losses in respect of Receivables and reimbursement therefor that would constitute credit recourse to Issuer for the amount of any Receivable or Related Pledged Asset not paid by the related Obligor, (c) to the extent they are or result from lost profits, (d) to the extent they are or result from taxes (including interest and penalties thereon) asserted with respect to (i) franchise or withholding taxes imposed on any Indemnified Party other than Trustee in its capacity as Trustee or (ii) federal or other income taxes on or measured by the net income of the Indemnified Party and costs and expenses in defending against the same, or (e) to the extent that they constitute consequential, special or punitive damages. If for any reason the indemnification provided in this Section is unavailable to an Indemnified Party or is insufficient to hold it harmless, then Issuer shall contribute to the amount paid by the Indemnified Party as a result of any domestic loss, claim, damage or foreign law, rule or regulation, includingliability in such proportion as is appropriate to reflect not only the relative benefits received by the Indemnified Party on the one hand and Issuer on the other hand, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale also the relative fault of the Lender Notes, the Preferred Shares or the Common Shares, or Indemnified Party (if any) and Issuer and any judgment, order or decree applicable to it; (iv) the breach by the Issuer of other relevant equitable consideration. Notwithstanding any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed provisions contained in connection therewith or any event of default under any Transaction Document or to the contrary, Issuer shall not, and shall not be obligated to, pay any agreement, certificate or instrument executed in connection therewith or any event which, with amount pursuant to this SECTION 7.3 unless funds are allocated for such payment pursuant to the giving provisions hereof governing the allocation of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained funds in the Offering Document or any omission or alleged omission Master Collection Account. Any amount which Issuer does not pay pursuant to state therein a material fact required to be stated therein or necessary to make the statements therein, in light operation of the circumstances under which they were made, preceding sentence shall not misleading, except insofar constitute a claim (as such claims arise out of or are based upon any untrue statement or omission defined in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent Section 101 of the Bankruptcy Code) against or obligation of Issuer or for any Person controlling the Issuer from and against all Losses incurred by reason of any untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingsuch insufficiency.

Appears in 1 contract

Samples: Indenture and Servicing Agreement (Vertis Inc)

Indemnification by Issuer. Issuer will indemnify: (a) The Issuer agrees to payeach of the Holders, and to protect, indemnify and save harmless, Ambac and its as applicable, (b) each of the Holder’s officers, directors, shareholdersmembers and partners, employeesand (c) each individual, agents and partnership, joint stock company, corporation, trust, unincorporated organization, government agency or political subdivision (each of the foregoing, a “Person, if any, who controls Ambac ”) controlling each of the Holders within the meaning of either SEC Rule 405 under the Securities Act, Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act, with respect to the Registration Statement, against all Losses incurred by reason of: expenses, claims, losses, damages and liabilities (ior actions, investigations or proceedings in respect thereof) any statement(collectively, omission or action (other than a “Claim”) arising out of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by based on any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement actual or alleged untrue statement of a material fact contained in the Offering Document fact, or any omission or alleged omission to state therein of a material fact required to be stated therein or necessary in order to make the statements thereinincluded therein not misleading, contained in the Registration Statement, any prospectus (in light of the circumstances under which they were made) or other offering document, and will reimburse each of the Holders, each of its officers, directors, members and partners, and each Person controlling each of the Holders, for any legal and any other expenses reasonably incurred in connection with investigating and defending any such Claim; provided, however, that the Issuer will not misleading, except insofar as be liable in any such claims arise case to the extent that any such Claim arises out of or are is based upon on (i) any untrue statement or omission in based upon written information included in furnished to issuer by the Offering Document furnished by Ambac expressly Holders or their Representatives and stated to be specifically for use therein therein, or (all such information so furnished being referred to herein as "Ambac Information"). (bii) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any untrue statement or alleged untrue statement omission of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission to state therein a material fact required to be stated therein make such statement not misleading in any prospectus that is corrected in any subsequent prospectus that was delivered to the Holder before the pertinent sale or necessary to make the statements thereinsales by such Holder, in light of the circumstances under which they were made, is such prospectus is not misleadingdelivered by such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Paradyne Networks Inc)

Indemnification by Issuer. (a) The Issuer agrees to payshall, and to protectit hereby agrees to, indemnify and save harmless, Ambac and its officers, directors, shareholders, employees, agents and each Person, if any, who controls Ambac within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: (i) any statementindemnify, omission defend and hold harmless Stockholder, and each Person who participates as a sales or action (other than of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, placement agent or advisor of the Issuer underwriter in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic offering or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Registered Shares, against any losses, claims, damages or any judgmentliabilities to which Stockholder or such agent or underwriter may become subject, order insofar as such losses, claims, damages or decree applicable to it; liabilities (ivor actions or proceedings in respect thereof) the breach by the Issuer arise out of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute are based upon (A) an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document a Registration Statement, or any preliminary or final prospectus contained therein, or any amendment or supplement thereto, or any document incorporated by reference therein, or arise out of or are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading or (B) any violation by Issuer of any federal, state or other law applicable to Issuer in light of connection with such registration, and (ii) reimburse Stockholder and any such agent or underwriter for any legal or other out-of-pocket expenses reasonably incurred by them in connection with investigating or defending any such action, proceeding or claim; PROVIDED, HOWEVER, that Issuer shall not be liable to any such Person in any such case to the circumstances under which they were madeextent that any such loss, not misleadingclaim, except insofar as such claims arise damage, liability or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in a Registration Statement, or preliminary or final prospectus, or amendment or supplement thereto, in reliance upon and in conformity with written information furnished to state therein a material fact required to be stated therein or necessary to make the statements Issuer by any such Person expressly for use therein, in light or by such Person's failure to furnish Issuer, upon written request, with the information with respect to such Person, or Stockholder's intended method of distribution, that is the subject of the circumstances under which they were made, not misleadinguntrue statement or omission.

Appears in 1 contract

Samples: Registration Rights Agreement (Lanier Worldwide Inc)

Indemnification by Issuer. (a) The In the event of any registration of any securities of Issuer agrees to payunder the Securities Act, Issuer will, and hereby does, to protect, the full extent permitted by law indemnify and save harmless, Ambac and its officers, directors, shareholders, employees, agents hold harmless the participating Holder of any Registrable Securities covered by any registration statement filed pursuant to Section 2 or Section 3 and each other Person, if any, who controls Ambac such participating Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, from and against all Losses incurred by reason of: any losses, claims, damages or liabilities, joint or several (ior actions or proceedings, whether commenced or threatened, in respect thereof, whether or not such Holder is a party thereto, and including reasonable costs of investigation and legal expenses) any statement(collectively, omission “Claims”), to which such Holder may become subject under the Securities Act or action (other than otherwise, insofar as such Claims arise out of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Offering Document Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, “Registration Documents”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading (in the case of a prospectus or preliminary prospectus, in light of the circumstances under in which they were made), or any violation by Issuer of the Securities Act or any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to Issuer relating to any such registration or qualification, and Issuer will reimburse such Holder for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that Issuer shall not misleading, except insofar as be liable in any such claims arise case to the extent that any such Claim or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in any such Registration Document in reliance upon and in conformity with written information furnished to state therein a material fact required Issuer through an instrument duly executed by such Holder stating that it is for use in the preparation thereof; provided further, that Issuer shall not be liable to be stated therein any Holder to the extent that any Claim or necessary to make the statements therein, in light expense arises out of the circumstances under which they were made, not misleadingfailure by such Holder to send or give a copy of the final prospectus to the Person claiming an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such Holder and shall survive the transfer of such securities by such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Atmos Energy Corp)

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save harmless, Ambac hold harmless each Purchaser and its officers, directors, shareholdersmembers and their respective successors and assigns (collectively, employeesthe “Purchaser Indemnified Parties”) from and against any third party losses, agents and each Personclaims, if any, who controls Ambac within the meaning of either Section 15 of damages or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: (iotherwise) any statement, omission or action (other than of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such claims losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon any untrue statement breach of the representations or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent warranties of the Issuer contained herein, or any Person controlling failure to comply with the covenants and agreements of the Issuer from contained herein, and against all Losses the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred by reason in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any untrue statement representations or alleged untrue statement warranties made by such Purchaser herein, or the failure of material fact such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement hereof . The Issuer shall reimburse each Purchaser Indemnified Party for the section entitled "Capitalization amounts provided for herein on demand as such expenses are incurred; provided, however, that Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate amount received by such Purchaser from the sale of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingPurchased Securities.

Appears in 1 contract

Samples: Securities Purchase Agreement (Contango ORE, Inc.)

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, shall indemnify and save hold harmless, Ambac and to the fullest extent permitted by law, Purchaser, each of its officers, directors, shareholders, employees, agents partners and each Person, if any, person who controls Ambac Purchaser (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act) against all Losses losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorney’s fees) amounts paid in settlement and expenses incurred by reason of: such person (collectively, “Claims”) insofar as such Claims arise out of or are based upon: (i) any statement, omission or action (other than of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement (as defined in the Offering Document Note), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except insofar as such claims arise out of or are based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (bii) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any untrue statement or alleged untrue statement of a material fact contained in any preliminary Prospectus (as defined in the section entitled "Capitalization Note) if used prior to the effective date of such Registration Statement, or contained in the Company--Ambac" of final Prospectus (as amended or supplemented, if the Offering Document for Issuer files any amendment thereof or supplement thereto with the Preferred Shares Securities and Exchange Commission) or any the omission or alleged omission to state therein a any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they the statements therein were made, not misleading, or (iii) any violation by the Issuer of any federal, state, provincial, territorial or common law, rule or regulation applicable to the Issuer in connection with any Registration Statement, Prospectus or any preliminary Prospectus, or any amendment or supplement thereto (clauses (i), (ii) and (iii) being collectively, “Violations”), and shall reimburse, in accordance with subparagraph (c) below, each of the foregoing persons for any legal and any other expenses reasonably incurred in connection with investigating or defending any such claims. Notwithstanding anything to the contrary contained herein, the indemnification agreement contained in this Section 7(d): (i) shall not apply to a Claim by an indemnified person arising out of or based upon a Violation that occurs in reliance upon and in conformity with information furnished in writing to the Issuer by such indemnified person or by Purchaser on behalf of such indemnified person expressly for use in connection with the preparation of the Registration Statement or Prospectus or any such amendment thereof or supplement thereto and; (ii) shall not be available to the extent such Claim is based on a failure of the Purchaser to deliver or to cause to be delivered the Prospectus made available by the Issuer, if such Prospectus was timely made available by the Issuer at or prior to the time delivery of such Prospectus was required of such indemnified person. Indemnity under this Section 7(d) shall remain in full force and effect regardless of any investigation made by or on behalf of Purchaser and shall survive the permitted transfer of the Securities.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (FNDS3000 Corp)

Indemnification by Issuer. (a) The Issuer agrees shall, to pay, and to protectthe full extent permitted by law, indemnify and save harmlesshold harmless each seller of Registrable Securities included in any registration statement filed in connection with a Piggyback Registration, Ambac its managers and its officers, directors, shareholders, employees, agents and each other Person, if any, who controls Ambac any such seller within the meaning of either Section 15 of the Securities Act, against any losses, claims, damages, expenses or liabilities, joint or several (together, "Losses"), to which such seller or any such manager or officer or controlling Person may become subject under the Securities Act or Section 20 of the Exchange Act from and against all otherwise, insofar as such Losses incurred by reason of: (ior actions or proceedings, whether commenced or threatened, in respect thereof) any statement, omission or action (other than arise out of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Offering Document any such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein (in the case of a prospectus, in the light of the circumstances under which they were made, ) not misleading, except insofar as and the Issuer will reimburse such claims arise seller and each such manager, officer and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Loss (or action or proceeding in respect thereof), PROVIDED that the Issuer shall not be liable in any such case to the extent that any such Loss (or action or proceeding in respect thereof) arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in any such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to state therein a material fact required to be stated therein the Issuer through an instrument duly executed by such seller specifically stating that it is for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or necessary to make on behalf of such seller or any such manager, officer or controlling Person, and shall survive the statements thereintransfer of such Units by such seller. The Issuer shall also indemnify each other Person who participates (including as an underwriter) in the offering or sale of Registrable Securities, in light their officers and managers and each other Person, if any, who controls any such participating Person within the meaning of the circumstances under which they were made, not misleadingSecurities Act to the same extent as provided above with respect to sellers of Registrable Securities.

Appears in 1 contract

Samples: Unitholder and Warrant Agreement (Chartermac)

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save harmless, Ambac hold harmless each Purchaser and its officers, directors, shareholdersaffiliates, employeesmembers and their respective successors, agents assigns, heirs, representatives and each Personestates (collectively, if anythe "Purchaser Indemnified Parties") from and against any third party losses, who controls Ambac within the meaning of either Section 15 of claims, damages or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: (iotherwise) any statement, omission or action (other than of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such claims losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon any untrue statement breach of the representations or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent warranties of the Issuer contained herein, or any Person controlling failure to comply with the covenants and agreements of the Issuer from contained herein, and against all Losses the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred by reason in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any untrue statement representations or alleged untrue statement warranties made by such Purchaser herein, or the failure of material fact such Purchaser Indemnified Parties to comply with its covenants and agreements contained in the section this Agreement, provided, further, that no Purchaser Indemnified Party shall be entitled "Capitalization of the Company--Ambac" of the Offering Document to recover special, consequential or punitive damages under this Section 8.1. The Issuer shall reimburse each Purchaser Indemnified Party for the Preferred amounts provided for herein on demand as such expenses are incurred; provided, however, that Issuer's obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed shall not exceed the aggregate purchase price for the Purchased Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingthis Agreement.

Appears in 1 contract

Samples: Stock Purchase Agreement (Contango ORE, Inc.)

AutoNDA by SimpleDocs

Indemnification by Issuer. (a) The In the event of any registration of Registrable Securities under the Securities Act pursuant to Section 2 or 3 hereof, Issuer agrees to paywill, and to protectit hereby does, indemnify and save hold harmless, Ambac and to the full extent permitted by law, each Holder, its officers, directors, shareholdersofficers, employees, agents stockholders, general partners, limited partners, members, advisory directors, managing directors and each Personother person, if any, who controls Ambac within the meaning of either Section 15 of the Securities Act controls, is controlled by or Section 20 of the Exchange Act from is under common control with such Holder against any and against all Losses incurred by reason of: losses, claims, damages or liabilities, joint or several, and expenses (iincluding any amounts paid in any settlement effected with Issuer's prior written consent) any statementto which such Holder, omission or action (other than of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent stockholder, general partner, limited partner, member, advisory director, managing director or advisor of other person may become subject under the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign lawSecurities Act, rule or regulationExchange Act, including, but not limited to, any state securities or banking lawblue sky laws, rule common law or regulation otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in connection with any issuance, offer and sale respect thereof) or expenses arise out of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; are based upon (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (vi) any untrue statement or alleged untrue statement of a any material fact contained, on the effective date thereof, in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary, final or summary prospectus contained in the Offering Document therein, or any amendment or supplement thereto or (ii) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, therein not misleading (in light of the circumstances under which they were are made), not misleadingand Issuer will reimburse each Holder and each such director, except insofar officer, employee, stockholder, general partner, limited partner, member, advisory director, managing director or other person for any legal or any other expenses reasonably incurred by them as such claims arise expenses are incurred in connection with investigating or defending such loss, claim, liability, action or proceeding; provided that Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or summary prospectus in reliance upon and in conformity with written information furnished to state therein a material fact Issuer by or in behalf of such Holder for use in the preparation thereof; provided, further, however, that Issuer shall not be required to be stated therein indemnify any such indemnified Person to the extent that such loss, claim, damage, liability, expense, action or necessary proceeding arises out of or is based upon an untrue statement or omission or alleged untrue statement or omission that was corrected in the final prospectus or any amendment or supplement thereto and it is established that such Holder failed to make the statements therein, in light deliver or provide a copy of the circumstances under which they were madefinal prospectus (as amended or supplemented) to the claimant with or prior to the sale of such Registrable Securities sold to such claimant, not misleadingunless such failure to deliver or provide a copy of the final prospectus (as amended or supplemented) was as a result of the failure of Issuer to provide such final prospectus or such amendment or supplement thereto on a timely basis as required by this Agreement.

Appears in 1 contract

Samples: Registration Rights Agreement (Us Unwired Inc)

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save hold harmless, Ambac and to the full extent permitted by law, each Holder, its officers, directors, shareholders, employees, agents directors and employees and each Person, if any, Person who controls Ambac such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act) against all Losses incurred by reason of: (i) any statementlosses, omission or action (other than of or by Ambac) in connection with the offeringclaims, issuancedamages, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed liabilities and expenses caused by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document any Registration Statement, Prospectus or preliminary Prospectus or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by such claims arise Holder expressly for use therein; PROVIDED, HOWEVER, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to state therein a material fact required deliver or cause to be stated therein or necessary to make the statements therein, in light delivered a copy of the circumstances under which they were madeProspectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and PROVIDED, FURTHER, that the Issuer shall not misleadingbe liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same in a timely manner. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.

Appears in 1 contract

Samples: Registration Rights Agreement (Blowout Entertainment Inc)

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save harmless, Ambac hold harmless each Purchaser and its officers, directors, shareholdersmembers and their respective successors, employeesassigns, agents heirs, representatives and each Personestates (collectively, if anythe “Purchaser Indemnified Parties”) from and against any third party losses, who controls Ambac within the meaning of either Section 15 of claims, damages or liabilities to which such Purchaser Indemnified Parties may become subject (under the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: (iotherwise) any statement, omission or action (other than of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) any untrue statement or alleged untrue statement of a material fact contained in the Offering Document or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar as such claims losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon any untrue statement breach of the representations or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent warranties of the Issuer contained herein, or any Person controlling failure to comply with the covenants and agreements of the Issuer from contained herein, and against all Losses the Issuer will reimburse such Purchaser Indemnified Parties for any reasonable legal or other expenses reasonably incurred by reason in investigating, defending or preparing to defend any such action, proceeding or claim, provided, however, that the Issuer shall not be liable in any such case to the extent that such loss, claim, damage or liability arises out of, or is based upon, a breach of any untrue statement representations or alleged untrue statement warranties made by such Purchaser herein, or the failure of material fact such Purchaser Indemnified Parties to comply with its covenants and agreements contained in this Agreement. The Issuer shall reimburse each Purchaser Indemnified Party for the section entitled "Capitalization amounts provided for herein on demand as such expenses are incurred; provided, however, that Issuer’s obligation to indemnify the Purchaser Indemnified Parties shall in no event exceed the aggregate amount received from such Purchaser from the sale of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingPurchased Units.

Appears in 1 contract

Samples: Subscription Agreement (Contango ORE, Inc.)

Indemnification by Issuer. (a) The Issuer agrees to paywill, and hereby does, to protect, the full extent permitted by law indemnify and save harmlesshold harmless each participating Holder of any Registrable Securities covered by any registration statement filed pursuant to Section 2 hereof, Ambac from and its officersagainst any losses, directorsclaims, shareholdersdamages or liabilities, employeesjoint or several (or actions or proceedings, agents whether commenced or threatened, in respect thereof, whether or not such Holder is a party thereto, and each Personincluding reasonable costs of investigation and legal expenses) (collectively, if any"Claims"), who controls Ambac within the meaning of either Section 15 of to which such Holder may become subject under the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: (i) any statementotherwise, omission or action (other than insofar as such Claims arise out of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) are based upon any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Offering Document Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, "Registration Documents"), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading (in the case of a prospectus or preliminary prospectus, in light of the circumstances under in which they were made), and Issuer will reimburse such Holder for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such Claim; provided, however, that Issuer shall not misleading, except insofar as be liable in any such claims arise case to the extent that any such Claim or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in any such Registration Document in reliance upon and in conformity with written information furnished to state therein a material fact required to be stated therein Issuer by such Holder for use in the preparation thereof. Such indemnity shall remain in full force and effect regardless of any investigation made by or necessary to make on behalf of such Holder and shall survive the statements therein, in light Transfer of the circumstances under which they were made, not misleadingsuch securities by such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (pSivida LTD)

Indemnification by Issuer. (a) The Issuer agrees to paywill, and hereby does, to protect, the full extent permitted by law indemnify and save harmlesshold harmless the participating Holder of any Registrable Securities covered by the Resale Shelf Registration Statement, Ambac from and its officersagainst any losses, directorsclaims, shareholdersdamages or liabilities, employeesjoint or several (or actions or proceedings, agents whether commenced or threatened, in respect thereof, whether or not Holder is a party thereto, and each Personincluding reasonable costs of investigation and legal expenses) (collectively, if any“Claims”), who controls Ambac within the meaning of either Section 15 of to which Holder may become subject under the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: (i) any statementotherwise, omission or action (other than insofar as such Claims arise out of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) are based upon any untrue statement or alleged untrue statement of a any material fact contained in the Offering Document registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto (if used during the period Issuer is required to keep the registration statement current) or any documents incorporated therein (collectively, “Registration Documents”), or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereintherein not misleading (in the case of a prospectus or preliminary prospectus, in light of the circumstances under in which they were made), or any violation by Issuer of the Securities Act or any state securities law, or any rule or regulation promulgated under the Securities Act or any state securities law, or any other law applicable to Issuer relating to any such registration or qualification, and Issuer will reimburse Holder for any legal or any other expenses reasonably incurred by Holder in connection with investigating or defending any such Claim; provided, however, that Issuer shall not misleading, except insofar as be liable in any such claims arise case to the extent that any such Claim or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in any such Registration Document in reliance upon and in conformity with written information furnished to state therein a material fact required to be stated therein Issuer through an instrument duly executed by or necessary to make on behalf of Holder specifically stating that it is for use in the statements therein, preparation thereof. Such indemnity shall remain in light full force and effect regardless of any investigation made by or on behalf of Holder and shall survive the circumstances under which they were made, not misleadingtransfer of such securities by Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Atlas Resource Partners, L.P.)

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save harmlesshold harmless each Selling Holder of Registrable Securities, Ambac and its officers, directors, shareholders, employees, directors and agents and each Person, if any, who controls Ambac such Selling Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Securities Exchange Act of 1934, as amended, from and against any and all Losses losses, claims, damages (whether in contract, tort or otherwise), liabilities and expenses (including reasonable costs of investigation) whatsoever (as incurred by reason of: (ior suffered) any statement, omission or action (other than arising out of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) based upon any untrue statement or alleged untrue statement of a material fact contained in any registration statement or prospectus relating to the Offering Document Registrable Securities or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except insofar as such claims losses, claims, damages, liabilities or expenses arise out of of, or are based upon, any such untrue statement or omission or allegation thereof based upon information furnished in writing to Issuer by a Selling Holder or on a Selling Holder's behalf expressly for use therein; provided, however, that with respect to any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any untrue statement or alleged untrue statement of material fact or omission made in any preliminary prospectus or prospectus, the indemnity agreement contained in this paragraph shall not apply to the section entitled "Capitalization extent that any such loss, claim, damage, liability or expense results from the fact that a current copy of the Company--Ambac" prospectus (as then amended or supplemented, as applicable), which prospectus shall have been timely provided to the Seller Holder, was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the Offering Document for the Preferred Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light sale of the circumstances under which they were madeRegistrable Securities concerned to such Person and such current copy of the prospectus would have cured the defect giving rise to such loss, not misleadingclaim, damage, liability or expense. Issuer also agrees to indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Selling Holders provided in this Section or such other indemnification customarily obtained by underwriters at the time of offering.

Appears in 1 contract

Samples: Registration Rights Agreement (Penn Virginia Resource Partners L P)

Indemnification by Issuer. (a) The In the event of any registration of any securities of Issuer agrees to payunder the Securities Act, Issuer will, and to protecthereby agrees to, indemnify and save harmlesshold harmless Purchaser, Ambac its directors and its officers, directors, shareholders, employees, agents and each other Person, if any, who controls Ambac Purchaser within the meaning of either Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which Purchaser or any such director or officer or controlling Person may become subject under the Securities Act or Section 20 of the Exchange Act from and against all Losses incurred by reason of: otherwise, insofar as such losses, claims, damages or liabilities (ior actions or proceedings, whether commenced or threatened, in respect thereof) any statement, omission or action (other than arise out of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; are based upon (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (vx) any untrue statement or alleged untrue statement of a any material fact contained in any registration statement under which such securities were registered under the Offering Document Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or (y) alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and Issuer will reimburse Purchaser and each such director, officer, and controlling Person for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding, provided that Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to Issuer through an instrument duly executed by Purchaser specifically stating that it is for use in the preparation thereof, provided, further, that Issuer shall not be liable to Purchaser in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of Purchaser's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, within the time required by the Securities Act to the Person asserting the existence of an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus; and provided, further, that Issuer shall not be liable to Purchaser in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based (i) upon the use of any preliminary final or summary prospectus by or on behalf of Purchaser after Issuer has notified Purchaser, in accordance with Section 2.3(vii), that such prospectus contains an untrue statement of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except insofar (ii) the use of any final prospectus, as amended or supplemented, by or on behalf of Purchaser after such claims arise time as the obligation of Issuer to keep the related registration statement effective has expired or (iii) any violation of any federal or state securities laws, rules or regulations committed by Purchaser (other than any violation that arises out of or are is based upon the circumstances described in clause (x) or (y) above and as to which Purchaser would otherwise be entitled to indemnification hereunder). Such indemnity shall remain in full force and effect regardless of any untrue statement investigation made by or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all on behalf of Purchaser or any such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to paydirector, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent controlling Person and shall survive the transfer of the Issuer or any Person controlling the Issuer from and against all Losses incurred such securities by reason of any untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingPurchaser.

Appears in 1 contract

Samples: Registration Rights Agreement (Bell Atlantic Corp)

Indemnification by Issuer. (a) The Issuer agrees to pay, and to protect, indemnify and save hold harmless, Ambac and to the full extent permitted by law, each Holder, its officers, directors, shareholders, employees, agents directors and employees and each Person, if any, Person who controls Ambac such Holder (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and Act) against all Losses incurred by reason of: (i) any statementlosses, omission or action (other than claims, damages, liabilities and expenses that arise out of or by Ambac) in connection with the offering, issuance, sale or delivery of the Lender Notes, the Preferred Shares or the Common Shares; (ii) the negligence, bad faith, willful misconduct, misfeasance, malfeasance or theft committed by any director, officer, employee, agent or advisor of the Issuer in connection with any Transaction Document; (iii) the violation by the Issuer of any domestic or foreign law, rule or regulation, including, but not limited to, any securities or banking law, rule or regulation in connection with any issuance, offer and sale of the Lender Notes, the Preferred Shares or the Common Shares, or any judgment, order or decree applicable to it; (iv) the breach by the Issuer of any representation, warranty or covenant under any of the Transaction Documents or any agreement, certificate or instrument executed in connection therewith or any event of default under any Transaction Document or any agreement, certificate or instrument executed in connection therewith or any event which, with the giving of notice or the lapse of time or both, would constitute an event of default thereunder; or (v) are based upon any untrue statement or alleged untrue statement of a material fact contained in the Offering Document any Registration Statement, Prospectus or preliminary Prospectus, are based upon any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Issuer by such claims arise Holder expressly for use therein, or are based on any violation or alleged violation by the Issuer of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act, any state securities laws in connection with the offering covered by the Registration; and the Issuer will reimburse the Holders, each of their respective stockholders, partners, members, managers, trustees, directors, officers, employees, agents, underwriters and each Person who controls each Holder or underwriter for any reasonable legal and other expenses as and when incurred in connection with investigating or defending any such claim, loss, damage, liability or expense; provided, however, that the Issuer shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or are is based upon any untrue statement or omission in information included in the Offering Document furnished by Ambac expressly for use therein (all such information so furnished being referred to herein as "Ambac Information"). (b) Ambac agrees to pay, and to protect, indemnify, and save harmless, the Issuer, any officer, director, member, shareholder, employee or agent of the Issuer or any Person controlling the Issuer from and against all Losses incurred by reason of any an untrue statement or alleged untrue statement of material fact contained in the section entitled "Capitalization of the Company--Ambac" of the Offering Document for the Preferred Shares or any omission or alleged omission made in any such preliminary Prospectus if (i) such Holder failed to state therein a material fact required deliver or cause to be stated therein or necessary to make the statements therein, in light delivered a copy of the circumstances under which they were madeProspectus to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same and (ii) the Prospectus completely corrected in a timely manner such untrue statement or omission; and provided, further, that the Issuer shall not misleadingbe liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission in the Prospectus, if such untrue statement or alleged untrue statement, omission or alleged omission is completely corrected in an amendment or supplement to the Prospectus and the Holder thereafter fails to deliver such Prospectus as so amended or supplemented prior to or concurrently with the sale of the Registrable Securities to the Person asserting such loss, claim, damage, liability or expense after the Issuer had furnished such Holder with a sufficient number of copies of the same. The Issuer will also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Holders, if requested.

Appears in 1 contract

Samples: Registration Rights Agreement (Accuride Corp)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!