Common use of Indemnification by Participating Holders Clause in Contracts

Indemnification by Participating Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Participating Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each other Participating Holder, their respective directors and officers, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any other Participating Holder (collectively, “Holder Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders as set forth in Section 1.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such untrue statement or omission made in conformity with information relating to such Participating Holder furnished in writing to the Company by such Participating Holder; provided, however, that the liability of any Participating Holder under this Section 1.8(b) shall be limited to the amount of the net proceeds (after underwriting fees, commissions or discounts) received by such Participating Holder in the offering giving rise to such liability. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties and shall survive the transfer of Registrable Securities by such Participating Holder.

Appears in 4 contracts

Samples: Registration Rights Agreement (AEON Biopharma, Inc.), Registration Rights Agreement (AEON Biopharma, Inc.), Registration Rights Agreement (AEON Biopharma, Inc.)

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Indemnification by Participating Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Participating Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each other Participating Holder, their respective directors and officers, directors, agents, partners, members, managers, stockholders, Affiliates and employees of each of them, each Person who controls the Company or any other Participating Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), and the Company or any other Participating Holder officers, directors, partners, members, managers, stockholders, agents and employees of such controlling Persons (collectively, “Holder Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Participating Holders as set forth in Section 1.8(a1.7(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such untrue statement or omission made in conformity with information relating to such Participating Holder furnished in writing to the Company by or on behalf of such Participating HolderHolder expressly for use in such Registration Statement; provided, however, that the liability of any Participating Holder under this Section 1.8(b1.7(b) shall be limited to the amount of the net proceeds (after underwriting fees, commissions or discounts) actually received by such Participating Holder in the offering giving rise to such liability. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties and shall survive the transfer of Registrable Securities by such Participating Holder.

Appears in 2 contracts

Samples: Form of Registration Rights Agreement (Chicago Atlantic Real Estate Finance, Inc.), Registration Rights Agreement (AFC Gamma, Inc.)

Indemnification by Participating Holders. In connection with any proposed registration in which a Holder Shareholder is participating pursuant to this Agreement, each such Participating Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each other Participating Holder, any underwriter retained by the Company and their respective directors and directors, officers, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any other Participating Holder of such Persons (collectively, “Holder Shareholder Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders Shareholders as set forth in Section 1.8(a2.05(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such untrue statement or omission made in conformity with information relating to furnished in writing by such Participating Holder furnished expressly for use in writing to the Company by such Participating HolderRegistration Statement; provided, however, that the liability of any Participating Holder under this Section 1.8(b2.05(b) shall be limited to the amount of the net proceeds (after underwriting fees, commissions or discounts) received by such Participating Holder in the offering giving rise to such liability. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Shareholder Indemnified Parties and shall survive the transfer of Registrable Securities by such Participating Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Mazor Robotics Ltd.)

Indemnification by Participating Holders. In connection with any proposed registration in which a Holder is participating pursuant to this Agreement, each such Participating Holder agrees, severally and not jointly, to indemnify and hold harmless the CompanyCorporation, each other Participating Holder, their respective directors and directors, officers, agents and employees, each Person who controls the Corporation or any other Participating Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) ), and the Company directors, officers, agents or any other Participating Holder employees of such controlling Persons (collectively, “Holder Indemnified Parties”) to the same extent as the foregoing indemnity from the Company Corporation to the Participating Holders as set forth in Section 1.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such untrue statement or omission made that is contained in conformity with the information relating to such Participating Holder furnished in writing to the Company Corporation by such Participating HolderHolder expressly for use in such Registration Statement; provided, however, that the obligation to indemnify under this subsection 1.8(b) shall be several, not joint and several, among the Participating Holders, and the total liability of any Participating Holder under this Section 1.8(b) shall be limited to the amount of the net proceeds (after underwriting fees, commissions or discounts) actually received by such Participating Holder in the offering giving rise to such liability. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Indemnified Parties and shall survive the transfer of Registrable Securities by such Participating Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (WeWork Inc.)

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Indemnification by Participating Holders. In connection with any proposed registration in which a Holder Stockholder is participating pursuant to this Agreement, each such Participating Holder agrees, severally and not jointly, to indemnify and hold harmless the Company, each other Participating Holder, any underwriter retained by the Company and their respective directors and directors, officers, and each Person who controls (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act) the Company or any other Participating Holder of such Persons (collectively, “Holder Stockholder Indemnified Parties”) to the same extent as the foregoing indemnity from the Company to the Holders Stockholders as set forth in Section 1.8(a) (subject to the exceptions set forth in the foregoing indemnity, the proviso to this sentence and applicable law), but only with respect to any such untrue statement or omission made in conformity with information relating to furnished in writing by such Participating Holder furnished expressly for use in writing to the Company by such Participating HolderRegistration Statement; provided, however, that the liability of any Participating Holder under this Section 1.8(b) shall be limited to the amount of the net proceeds (after underwriting fees, commissions or discounts) received by such Participating Holder in the offering giving rise to such liability. Such indemnity obligation shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder Stockholder Indemnified Parties and shall survive the transfer of Registrable Securities and/or Registrable Preferred by such Participating Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Remy International, Inc.)

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