Indemnification by Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder agrees, to the fullest extent permitted by law, to severally but not jointly, indemnify and hold harmless the Company, its Affiliates and their respective officers, directors, employees and agents and each Person, if any, who controls the Company or such other indemnified person (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all Losses caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus or free-writing prospectus (as defined in Rule 405 under the Securities Act) relating to the Registrable Securities (in each case, as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any omission (or alleged omission) to state 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, but only to the extent that such untrue statement or omission or alleged untrue statement or omission is caused by and contained in information so furnished in writing by such Stockholder or on such Stockholder’s behalf expressly for use therein. Notwithstanding the foregoing, no Stockholder shall be liable under this Section 4.02 for any Losses in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder giving rise to such indemnification obligation.
Indemnification by Selling Stockholders. Each Selling --------------------------------------- Stockholder agrees, severally but not jointly, to indemnify and hold harmless the Purchasers and their respective Affiliates, officers, directors, agents, members, employees and partners (each, an "Indemnified Party") to the fullest ----------------- extent permitted by law from and against any and all losses, claims, damages, expenses (including reasonable fees, disbursements and other charges of counsel) or other liabilities ("Liabilities") to the extent resulting from any breach of ----------- any representation or warranty of such Selling Stockholder in this Agreement or any legal, administrative or other actions (collectively "Actions or ---------- Proceedings"), or written threats thereof, based upon, relating to or arising out of the purchase and sale of the Common Shares pursuant to this Agreement, or any Indemnified Party's role therein or in the transactions contemplated thereby; provided, however, that such Selling Stockholder shall not be liable -------- ------- under this Section 7.1: (i) for any amount paid in settlement of claims without such Selling Stockholder's consent (which consent shall not be unreasonably withheld) or (ii) to the extent that it is finally judicially determined that such Liabilities resulted primarily from the willful misconduct, bad faith or negligence of such Indemnified Party; provided, further, that if and to the extent such indemnification is -------- ------- unenforceable for any reason, such Selling Stockholder shall make the maximum contribution to the payment and satisfaction of such indemnified Liability which shall be permissible under applicable laws; provided, further, that the aggregate amount payable by each Selling Stockholder -------- ------- under this Section 7.1 shall be limited to the Purchase Price paid to such Selling Stockholder. In connection with the obligation of such Selling Stockholder to indemnify for expenses as set forth above, such Selling Stockholder further agrees to reimburse each Indemnified Party for all such expenses (including reasonable fees, disbursements and other charges of counsel) as they are incurred by such Indemnified Party; provided, however, that if an -------- ------- Indemnified Party is reimbursed hereunder for any expenses, such reimbursement of expenses shall be refunded to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willfulness, bad faith or neglig...
Indemnification by Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly, to indemnify and hold harmless each Underwriter and 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 against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 8, 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with the Selling Stockholder Information. The Company and the Underwriters hereby acknowledge and agree that the information furnished to the Company by or on behalf of the Selling Stockholders expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the Selling Stockholder Information. The aggregate liability of each Selling Stockholder under the indemnity pursuant to this Section 8(b), together with any amount it is required to contribute under Section 9, shall be limited to an amount equal to the aggregate gross proceeds, less underwriting discounts and commissions (but before payment of expenses payable by the Selling Stockholders), received by such Selling Stockholder from the sale of Securities by such Selling Stockholder under this Agreement.
Indemnification by Selling Stockholders. (a) The Selling Stockholders, 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 inaccuracy in or breach of any representation or warranty of the Company or any of the Selling Stockholders set forth in this Agreement (without giving 45. 52 effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company or any Selling Stockholder to the Purchaser prior to the Closing) or in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate;
(ii) any inaccuracy in or breach of any representation or warranty made by the Company or any of the Selling Stockholders in this Agreement (without giving effect to any "Material Adverse Effect" or other materiality qualification or any similar qualification contained or incorporated directly or indirectly in such representation or warranty, and without giving effect to any update to the Disclosure Schedule delivered by the Company or any Selling Stockholder to the Purchaser prior to the Closing) or in the Company Compliance Certificate or any Selling Stockholder Compliance Certificate, in each case as if such representation or warranty were made on and as of the Closing Date;
(iii) any breach of any covenant or obligation of the Company, any of the Selling Stockholders or either of the Trusts or the Trustees acting on their behalf;
(iv) any obligation or liability to which any of the Acquired Corporations or any of the 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 any of the Acquired Corporations on or at any time prior to the Closing Date, (B) the presence of any Hazardous Material at any site owned, leased, occupied or controlled by any of the Acquired Corpo...
Indemnification by Selling Stockholders. As a condition to including any Stockholder Shares in any Registration Statement, the Company shall have received an undertaking satisfactory to it from each Stockholder so including his Stockholder Shares in such Registration Statement, to indemnify and hold harmless ( in the same manner and to the same extent as set forth in subdivision (a) of this Section 8) the Company, and each director of the Company, each officer of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company through an instrument duly executed by such Stockholder specifically stating that it is for use in the preparation of such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of a Stockholder under this Section 8(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer, or controlling Person and shall survive the transfer of such securities by a Stockholder.
Indemnification by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and 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 as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission; provided that (subject to Section 6(e) below) any such settlement is effected with the written consent of the Selling Stockholders;
(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by Xxxxxxx Xxxxx), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission, or any such alleged untrue statement or omission, to the extent that any such expense is not paid under (i) or (ii) above; provided, however, that this indemnity agreement shall not apply to any losses, liabilities, claims, damages or expenses to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with written information furnished to the Company or the Selling Stockholders by any Underwriter throu...
Indemnification by Selling Stockholders. 10 7.2 Notification..............................................10 ARTICLE 8
Indemnification by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, partners and members and 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, and 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) 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), in any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with information furnished or confirmed in writing to the Company by or on behalf of such Selling Stockholder expressly for use therein.
Indemnification by Selling Stockholders. Subject to the limitations set forth in this Section 9, from and after the Closing, the Escrow Selling Stockholders other than SGAM AI shall protect, defend, indemnify and hold harmless the Acquiror and the Company and their respective affiliates, officers, directors, managers, members, employees, representatives and agents (the Acquiror, the Company and each of the foregoing persons or entities is hereinafter referred to individually as an “Acquiror Indemnified Person” and collectively as “Acquiror Indemnified Persons”) from and against any and all actual losses, amounts paid in settlement, costs, damages, liabilities, fees (including without limitation reasonable attorneys’ fees) and expenses (collectively, the “Damages”), that any of the Acquiror Indemnified Persons incurs by reason of or in connection with (i) any misrepresentation, breach of, or default in connection with, any of the representations, warranties, covenants or agreements of the Selling Stockholders contained in this Agreement or any closing certificates furnished by the Selling Stockholders or the Company at the Closing, or (ii) the matters disclosed in Section 2.8(b)(1) of the Company Disclosure Schedule (such matters identified in clause (ii) above are referred to as the “Special Indemnity Matters”).
Indemnification by Selling Stockholders. Each Selling Stockholder agrees to indemnify and hold harmless each Underwriter, the directors, officers, employees and agents of each Underwriter, and each person who controls any Underwriter within the meaning of either the Act or the Exchange Act, to the same extent as the foregoing indemnity to each Underwriter, but only with reference to written information relating to such Selling Stockholder furnished to the Company by or on behalf of such Selling Stockholder specifically for inclusion in the documents referred to in paragraph (a) above. This indemnity agreement will be in addition to any liability which any Selling Stockholder may otherwise have. The Underwriters acknowledge that the information related to such Selling Stockholder set forth in the table and the footnotes thereto appearing under the heading "Principal and Selling Stockholders" in any Preliminary Prospectus and the Prospectus constitutes the only information furnished in writing by or on behalf of such Selling Stockholder for inclusion in any Preliminary Prospectus or the Prospectus.
