Indemnification by Selling Shareholders. Each Selling Shareholder owning Registrable Stock included in any registration statement agrees, severally but not jointly, to indemnify and hold harmless the Company, its officers, Directors and agents and each Person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Shareholder, but only (i) with respect to information furnished in writing by such Shareholder or on such Shareholder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Stock, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any Loss described in Section 5.6 results from the fact that a current copy of the prospectus (if amended or supplemented, as so amended or supplemented) was not sent or given to the Person asserting any such Loss at or prior to the written confirmation of the sale of the Registrable Stock concerned to such Person if it is determined that it was the responsibility of such Shareholder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such Loss. Each such Selling Shareholder also agrees to indemnify and hold harmless each underwriter of the Registrable Stock, each of their respective officers, directors and partners and each Person who controls any such underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 5.7. As a condition to including Registrable Stock in any registration statement filed in accordance with Article 5 hereof, the Company may require that it shall have received an undertaking reasonably satisfactory to it from any underwriter to indemnify and hold it harmless to the extent customarily provided by underwriters with respect to similar securities.
Indemnification by Selling Shareholders. In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Shareholder, severally and not jointly, will indemnify and hold harmless Aspen, each of its directors and officers and each underwriter (if any) and each person, if any, who controls Aspen or any such underwriter within the meaning of the Securities Act or the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which Aspen, such directors and officers, underwriter or controlling person may become subject under the Securities Act, Exchange Act, state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or final prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement, or arise out of or are based upon any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent that the statement or omission was made in reliance upon and in conformity with information relating to such Selling Shareholder furnished in writing to Aspen by or on behalf of such Selling Shareholder specifically for use in connection with the preparation of such Registration Statement, prospectus, amendment or supplement; PROVIDED, HOWEVER, that the obligations of a Selling Shareholder hereunder shall be limited to an amount equal to the net proceeds to such Selling Shareholder of Registrable Shares sold in connection with such registration.
Indemnification by Selling Shareholders. (a) The Selling Shareholders, jointly and severally, shall hold harmless and indemnify each of the Indemnitees from and against, and shall compensate and reimburse each of the Indemnitees for, any Damages which are directly or indirectly suffered or incurred by any of the Indemnitees or to which any of the Indemnitees may otherwise become subject at any time (regardless of whether or not such Damages relate to any third-party claim) and which arise directly or indirectly from or as a direct or indirect result of, or are directly or indirectly connected with:
(i) any Breach of any representation or warranty made by MS or any of the Selling Shareholders in this Agreement (without giving effect to any update to the Disclosure Schedule) or in the Closing Certificate;
(ii) any Breach of any representation, warranty, statement, information or provision contained in the Disclosure Schedule;
(iii) any Breach of any covenant or obligation of MS or any of the Selling Shareholders;
(iv) any Liability to which MS or any of the other Indemnitees may become subject and that arises directly or indirectly from or relates directly or indirectly to (A) any product manufactured or sold, or any service performed, by or on behalf of MS on or at any time on or prior to the Closing Date, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by MS on or at any time on or prior to the Closing Date, or (C) the generation, manufacture, production, transportation, importation, use, treatment, refinement, processing, handling, storage, discharge, release or disposal of any Hazardous Material (whether lawfully or unlawfully) by or on behalf of MS on or at any time on or prior to the Closing Date;
(v) any matter identified or referred to in Part 2.16 or Part 2.26 of the Disclosure Schedule (including with limitation Generation Systems, Rock Island Arsenal, Navy Public Works Center - Pearl Harbor (customer no. 2296), Smithfield Foods, Inc. (customer no. 322), Lexington Medical (customer no. 3266), Ivanhoe, Inc., Processing Concepts and the Espinoza claims);
(vi) any claim by any former Option or Warrant holder relating to the cash-out of the Options or Warrants pursuant to Section 1.2(d) of this Agreement;
(vii) any Liability (on a dollar for dollar basis) arising from MS' ownership of an equity interest in Cima Computacion & Informatica, S.A. de C.V.;
(viii) any Liability (as measured by the loss of tax benefit resulting from a reduction in the net...
Indemnification by Selling Shareholders. It shall be a condition precedent to the obligation of the Company to include in any registration statement any Registrable Securities of any Selling Shareholder that the Company shall have received from such Selling Shareholder an undertaking, reasonably satisfactory to the Company and its counsel, to indemnify and hold harmless, on a several but not joint basis, (in the same manner and to the same extent as set forth in Section 3.1) the Company, each director of the Company, each officer of the Company who shall sign the registration statement, any person who controls the Company within the meaning of the Securities Act, and each other Selling Shareholder (i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to the Company through a written instrument duly executed by such Selling Shareholder specifically for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by such Selling Shareholder with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.
Indemnification by Selling Shareholders. 35 6.3 Threshold/Limitation........................................37 6.4 Right to Require Cure of Breach.............................37
Indemnification by Selling Shareholders. 46 11.3 Threshold........................................................47
Indemnification by Selling Shareholders. Subject to the provisions of --------------------------------------- Section
10.01 the Selling Shareholders shall indemnify, defend and hold Green Fusion and its respective officers, directors, employees and representatives harmless against any and all losses, costs and expenses (including reasonable cost of investigation, court costs and legal fees actually incurred) and other damages resulting from any breach by the Selling Shareholders of any of their respective covenants, obligations, representations or warranties or breach or untruth of any representation, warranty, fact or conclusion contained in this Agreement or any certificate or document of House of Brussels or the Selling Shareholders delivered pursuant to this Agreement. Provided that the liability of each Selling Shareholder in respect of any breach not directly attributable to such Selling Shareholder shall be several, and not joint and several, in proportion to such shareholder's interest in House of Brussels.
Indemnification by Selling Shareholders. Each Selling Shareholder severally, and not jointly, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a)(1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or any preliminary prospectus, any Issuer Free Writing Prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information furnished or confirmed (in each case orally or in writing) to the Company by or on behalf of such Selling Shareholder expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus, any Issuer Free Writing Prospectus, the Statutory Prospectus or the Prospectus (or any amendment or supplement thereto).
Indemnification by Selling Shareholders. 8 6.3 Indemnification by the Purchaser.....................................9
Indemnification by Selling Shareholders. (a) Subject to the provisions of this Section 6, the Selling Shareholders, severally and not jointly, shall indemnify and hold harmless each of the Purchaser Indemnitees from and against the amount of any Damages incurred by any of the Purchaser Indemnitees directly or indirectly as a result of (i) any breach of a representation or warranty of any of the Selling Shareholders contained in Section 2 hereof and (ii) any breach of any covenant or obligation contained herein. "DAMAGES" shall include any loss, damage, injury, reduced value, liability, claim, demand, settlement, judgment, award, fine, penalty, tax, fee (including any legal fee, expert fee, accounting fee or advisory fee), charge, cost (including any cost of investigation or enforcement costs) or expense of any nature, net of insurance recoveries. Throughout this Agreement the term "PURCHASER INDEMNITEES" shall mean the following persons: (a) the Purchaser; (b) the Purchaser's current and future affiliates (including the Company but excluding the Selling Shareholders); (c) the respective officers, directors, employees, agents, attorneys, accountants, advisors and representatives (the "REPRESENTATIVES") of the persons referred to in
