Common use of Indemnification by Selling Stockholders Clause in Contracts

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 negligence of such Indemnified Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wiltek Inc)

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Indemnification by Selling Stockholders. Each Selling --------------------------------------- Stockholder agrees, severally but not jointly, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the Purchasers and their respective Affiliatesmeaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, officersthe Company, its directors, agentseach of its officers who signed the Registration Statement and each person, membersif any, employees and partners who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: (each, an "Indemnified Party"i) to the fullest ----------------- extent permitted by law from and against any and all lossesloss, claimsliability, damagesclaim, expenses 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 (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"amendment thereto), or written threats thereofthe omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, based upon, relating to or arising out of any untrue statement or alleged untrue statement of a material fact included in the purchase and sale Statutory Prospectus, any other preliminary prospectus, any Issuer Free Writing Prospectus, any General Disclosure Package 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 Common Shares pursuant circumstances under which they were made, not misleading; (ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to this Agreementthe extent of the aggregate amount paid in settlement of any litigation, or any Indemnified Party's role therein 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 such Selling Stockholder; and (iii) against any and all expense whatsoever, as incurred (including the reasonable fees and disbursements of counsel chosen by Wachovia and Piper, in the transactions contemplated therebycase of counsel for the Underwriters and each person, if any, who controls any Underwriter as aforesaid, and the Company, in the case of counsel for the Company, its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company as aforesaid), 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 such Selling Stockholder this indemnity agreement shall not be liable -------- ------- under this Section 7.1: only apply to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (i) for or any amount paid in settlement of claims without such Selling Stockholder's consent (which consent shall not be unreasonably withheldamendment thereto) or the Statutory Prospectus, any other preliminary prospectus, any Issuer Free Writing Prospectus, any General Disclosure Package or the Prospectus (iior any amendment or supplement thereto) in reliance upon and in conformity with information furnished or confirmed in writing to the extent that it is finally judicially determined that such Liabilities resulted primarily from the willful misconduct, bad faith Company by 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 on behalf of such Selling Stockholder expressly for use therein (and the parties hereto agree that the only information included in the foregoing documents in reliance upon and in conformity with information furnished or confirmed in writing to indemnify for expenses as set forth above, the Company by or on behalf of any such Selling Stockholder further agrees to reimburse each Indemnified Party expressly for all such expenses use therein is the information identified in Section (including reasonable fees, disbursements and other charges 1)(b)(1) 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 negligence of such Indemnified Partythis Agreement).

Appears in 1 contract

Samples: Underwriting Agreement (Milestone AV Technologies, Inc.)

Indemnification by Selling Stockholders. Each The Selling --------------------------------------- Stockholder agreesStockholders will, severally but and not jointly, to indemnify and hold harmless the Purchasers Company, each of its directors and their respective Affiliateseach of its officers and each person, officersif any, directors, agents, members, employees and partners who controls the Company within the meaning of Section 15 of the Act or Section 20 of the Exchange Act (each, an "a “Company Indemnified Party") to the fullest ----------------- extent permitted by law from and ”), against any and all losses, claims, damagesdamages or liabilities, expenses (including reasonable feesjoint or several, disbursements and to which such Company Indemnified Party may become subject, under the Act, the Exchange Act, other charges of counsel) Federal or other state statutory law or regulation or otherwise, insofar as such losses, claims, damages or liabilities ("Liabilities"or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any part of any Registration Statement at any time, any Statutory Prospectus, the Final Prospectus or any Issuer Free Writing Prospectus or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, in each case to the extent resulting from any breach of ----------- any representation or warranty of such Selling Stockholder in this Agreement or any legalextent, administrative or other actions (collectively "Actions or ---------- Proceedings"), or written threats thereof, based upon, relating but only 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, howeverextent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the applicable Selling Stockholder shall not be liable -------- ------- specifically for use therein, and will reimburse each Company Indemnified Party for any legal or other expenses reasonably incurred by such Company Indemnified Party in connection with investigating or defending against any such loss, claim, damage or liability (or actions in respect thereof), it being understood and agreed that the only such information furnished by the Selling Stockholders consists of the Selling Stockholder Information. The obligations of each of the Selling Stockholders under this Section 7.1: (i2(b) 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 net proceeds (before deducting expenses) to such Selling Stockholder. In connection with Stockholder of the obligation of Offered Securities sold by 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 pursuant to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willfulness, bad faith or negligence of such Indemnified PartyUnderwriting Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Textura Corp)

Indemnification by Selling Stockholders. Each Selling --------------------------------------- Stockholder agreesStockholder, severally but and not jointly, in proportion to the number of shares of Common Stock to be sold by each Selling Stockholder hereunder, agrees to indemnify and hold harmless the Purchasers each Underwriter, its affiliates, and its and their respective Affiliates, officers, directors, agentsemployees, memberspartners and members and each person, employees if any, who controls any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and partners (eachthe Company, an "Indemnified Party") to its directors, each of its officers who signed the fullest ----------------- extent permitted by law from Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all lossesloss, claimsliability, damagesclaim, expenses damage and expense described in the indemnity contained in subsection (including reasonable feesa) of this Section 10, disbursements as incurred, but only with respect to (i) 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 Pricing 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 other charges of counsel) in conformity with information furnished or other liabilities confirmed ("Liabilities"in each case orally or in writing) to the extent resulting from Company by or on behalf of such Selling Stockholder expressly for use therein or (ii) any breach of ----------- any representation or warranty of such the Selling Stockholder Stockholders in this Agreement or any legal, administrative certificate or other actions (collectively "Actions agreement delivered pursuant hereto or ---------- Proceedings"), or written threats thereof, based upon, relating contemplated hereby. The amount each Selling Stockholder shall be required to or arising out of the purchase and sale of the Common Shares contribute pursuant to this Agreement, or any Indemnified Party's role therein or paragraph shall not be in excess of the transactions contemplated thereby; provided, however, that amount by which the total price at which the Stock sold by such Selling Stockholder shall not be liable -------- ------- under this Section 7.1: (i) for exceeds the amount of any amount paid in settlement of claims without such Selling Stockholder's consent (damages 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 has otherwise been required to the payment and satisfaction pay by reason of any such indemnified Liability which shall be permissible under applicable laws; provided, further, untrue or alleged untrue statement or omission or alleged omission. The foregoing indemnity agreement is in addition to any liability that the aggregate amount payable by each Selling Stockholder -------- ------- under this Section 7.1 shall be limited Stockholders may otherwise have to the Purchase Price paid any Underwriter or to such Selling Stockholder. In connection with the obligation any director, officer, employee or controlling person 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 negligence of such Indemnified PartyUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Lumos Networks Corp.)

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 negligence of such Indemnified Party.

Appears in 1 contract

Samples: Stock Purchase Agreement (Commercial Electronics LLC)

Indemnification by Selling Stockholders. Each The X.X. Xxxxxx Selling --------------------------------------- Stockholder agreesStockholders, jointly and severally among the X.X. Xxxxxx Selling Stockholders, and Fulcrum, severally but and not jointly, agree to indemnify and hold harmless the Purchasers and their respective AffiliatesUnderwriter, officerseach person, if any, who controls the Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Company, its directors, agentseach of its officers who signed the Registration Statement and each person, membersif any, employees and partners (each, an "Indemnified Party") who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the fullest ----------------- same extent permitted by law from and against any and all losses, claims, damages, expenses as the indemnity set forth in paragraph (including reasonable fees, disbursements and other charges of counsela) 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 therebyabove; provided, however, that this indemnity agreement shall not apply to any loss, liability, claim, damage or expense 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 by the Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information; provided further that such Selling Stockholder shall not will be liable -------- ------- under this Section 7.1: (i) for in any amount paid in settlement of claims without such Selling Stockholder's consent (which consent shall not be unreasonably withheld) or (ii) case to the extent extent, but only to the extent, that it is finally judicially determined that any such Liabilities resulted primarily loss, liability, claim, damage or expense arises from the willful misconduct, bad faith or negligence any of such Indemnified Party; provided, further, that if documents in reliance on and in conformity with written information relating to the extent such indemnification is -------- ------- unenforceable for any reason, such Selling Stockholder shall make the maximum contribution that is furnished to the payment and satisfaction of Company by 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 specifically and expressly for use therein, it being understood and agreed that such information includes, without limitation, the Purchase Price paid information relating to such Selling Stockholder. In connection with Stockholder in the obligation Registration Statement, the Time of Sale Information and the Prospectus, including in the Prospectus under the caption “Selling Stockholders;” provided further that the liability of any Selling Stockholder pursuant to this subsection (b) shall not exceed the aggregate gross proceeds received after underwriting commissions and discounts, but before expenses, from the sale of Securities by such Selling Stockholder pursuant 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 negligence of such Indemnified Partythis Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Cabelas Inc)

Indemnification by Selling Stockholders. Each Selling --------------------------------------- Stockholder agreesStockholder, severally but and not jointly, agrees to indemnify and hold harmless the Purchasers each Underwriter, its affiliates, and its and their respective Affiliates, officers, directors, agentsemployees, memberspartners and members and each person, employees if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and partners (eachthe Company, an "Indemnified Party") to its directors, each of its officers who signed the fullest ----------------- extent permitted by law from 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 lossesloss, claimsliability, damagesclaim, expenses damage and expense described in the indemnity contained in subsection (including reasonable feesa) of this Section 6, disbursements 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 other charges of counsel) in conformity with information furnished or other liabilities ("Liabilities") confirmed in writing to the extent resulting from any breach of ----------- any representation Company by or warranty on behalf of such Selling Stockholder expressly for use therein, in this Agreement each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the General Disclosure Package, any legal, administrative Preliminary Prospectus 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 AgreementProspectus, or any Indemnified Party's role therein amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any such amendment or supplement in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the transactions contemplated therebypreparation of the answers to Item 7 of Form S-3; provided, however, that such Selling Stockholder shall not be liable -------- ------- under this Section 7.1: (i) for in any amount paid in settlement of claims without such Selling Stockholder's consent (which consent shall not be unreasonably withheld) or (ii) case to the extent that it any such loss, claim, damage or liability arises out of or is finally judicially determined that based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such Liabilities resulted primarily from the willful misconduct, bad faith amendment or negligence of such Indemnified Party; provided, further, that if supplement in reliance upon and in conformity with written information furnished to the extent such indemnification is -------- ------- unenforceable Company by the Underwriter expressly 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 lawsuse therein; provided, further, that the aggregate amount payable by each liability of a Selling Stockholder -------- ------- under pursuant to this Section 7.1 subsection (b) shall be limited to not exceed the Purchase Price paid to such Selling Stockholder. In connection with product of (i) the obligation number of Securities sold by such Selling Stockholder and (ii) the per share net proceeds to indemnify for expenses the Selling Stockholder 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 in the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willfulness, bad faith or negligence of such Indemnified PartyProspectus.

Appears in 1 contract

Samples: Underwriting Agreement (Media General Inc)

Indemnification by Selling Stockholders. Each Selling --------------------------------------- Stockholder agreesStockholder, severally but and not jointly, in proportion to the number of shares of Common Stock to be sold by each Selling Stockholder hereunder, agrees to indemnify and hold harmless the Purchasers Underwriter, its affiliates, and its and their respective Affiliates, officers, directors, agentsemployees, memberspartners and members and each person, employees if any, who controls the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, and partners (eachthe Company, an "Indemnified Party") to its directors, each of its officers who signed the fullest ----------------- extent permitted by law from Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all lossesloss, claimsliability, damagesclaim, expenses damage and expense described in the indemnity contained in subsection (including reasonable feesa) of this Section 10, disbursements as incurred, but only with respect to (i) 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 Pricing 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 other charges of counsel) in conformity with information furnished or other liabilities confirmed ("Liabilities"in each case orally or in writing) to the extent resulting from Company by or on behalf of such Selling Stockholder expressly for use therein or (ii) any breach of ----------- any representation or warranty of such the Selling Stockholder Stockholders in this Agreement or any legal, administrative certificate or other actions (collectively "Actions agreement delivered pursuant hereto or ---------- Proceedings"), or written threats thereof, based upon, relating contemplated hereby. The amount each Selling Stockholder shall be required to or arising out of the purchase and sale of the Common Shares contribute pursuant to this Agreement, or any Indemnified Party's role therein or paragraph shall not be in excess of the transactions contemplated thereby; provided, however, that amount by which the total price at which the Stock sold by such Selling Stockholder shall not be liable -------- ------- under this Section 7.1: (i) for exceeds the amount of any amount paid in settlement of claims without such Selling Stockholder's consent (damages 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 has otherwise been required to pay by reason of any such untrue or alleged untrue statement or omission or alleged omission. The foregoing indemnity agreement is in addition to any liability that the maximum contribution Selling Stockholders may otherwise have to the payment and satisfaction Underwriter or to any director, officer, employee or controlling person 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 negligence of such Indemnified PartyUnderwriter.

Appears in 1 contract

Samples: Underwriting Agreement (Ntelos Holdings Corp)

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Indemnification by Selling Stockholders. Each Selling --------------------------------------- Stockholder agreesStockholder, severally but and not jointly, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the Purchasers and their respective Affiliatesmeaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, officersthe Company, its directors, agentseach of its officers who signed the Registration Statement and each person, membersif any, employees and partners (each, an "Indemnified Party") to who controls the fullest ----------------- extent permitted by law from and Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all lossesloss, claimsliability, damagesclaim, expenses damage and expense described in the indemnity contained in subsection (including reasonable feesa) of this Section 6, disbursements 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 or the Prospectus (or any amendment or supplement thereto) in reliance upon and other charges of counsel) in conformity with information relating to such Selling Stockholder furnished or other liabilities confirmed ("Liabilities"in each case orally or in writing) to the extent resulting from any breach of ----------- any representation Company by or warranty on behalf of such Selling Stockholder expressly for use in this Agreement the Registration Statement (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, amendment thereto) or any Indemnified Party's role therein preliminary prospectus or in the transactions contemplated therebyProspectus (or any amendment or supplement thereto); provided, however, that such Selling Stockholder this indemnity agreement with respect to any preliminary prospectus 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) inure to the extent that it is finally judicially determined that benefit of any Underwriter from whom the person asserting any such Liabilities resulted primarily from losses, liabilities, claims, damages or expenses purchased Securities, or any person controlling such Underwriter, if a copy of the willful misconduct, bad faith Prospectus (as then amended or negligence supplemented if the Company shall have furnished any such amendments or supplements thereto) was not sent or given by or on behalf of such Indemnified Party; providedUnderwriter to such person, furtherif such is required by the 1933 Act or the 1933 Act Regulations, that if and at or prior to the extent such indemnification is -------- ------- unenforceable for any reason, such Selling Stockholder shall make written confirmation of the maximum contribution to the payment and satisfaction sale of such indemnified Liability which shall be permissible under applicable lawsSecurities to such person and if the Prospectus (as so amended or supplemented, if applicable) would have corrected the defect giving rise to such loss, liability, claim, damage or expense; and provided, further, that the aggregate amount payable by each liability under this subsection (b) of any Selling Stockholder -------- ------- under this Section 7.1 shall be limited to an amount equal to the Purchase Price paid sum of (i) the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder. In connection with Stockholder from the obligation sale of Securities sold by such Selling Stockholder to indemnify for expenses as set forth above, hereunder and (ii) the amount that 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 receives pursuant to the extent it is finally judicially determined that the Liabilities in question resulted primarily from the willfulness, bad faith or negligence of such Indemnified PartyExisting Stockholder Dividend.

Appears in 1 contract

Samples: Underwriting Agreement (Volcom Inc)

Indemnification by Selling Stockholders. Each Selling --------------------------------------- Stockholder agrees, severally but not jointly, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the Purchasers and their respective Affiliates, officers, directors, agents, members, employees and partners (each, an "Indemnified Party") to meaning of Section 15 of the fullest ----------------- extent permitted by law from and 1933 Act or Section 20 of the 1934 Act against any and all lossesloss, claimsliability, damagesclaim, expenses damage and expense described in the indemnity contained in subsection (including reasonable feesa) of this Section 6, disbursements 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 or the Prospectus (or any amendment or supplement thereto) in reliance upon and other charges of counsel) in conformity with information furnished or other liabilities confirmed ("Liabilities"in each case orally or in writing) to the extent resulting from any breach of ----------- any representation Company by or warranty on behalf of such Selling Stockholder expressly for use in this Agreement the Registration Statement (or any legalamendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); and provided, administrative further, that this indemnity agreement with respect to any preliminary prospectus shall not inure to the benefit of any Underwriter from whom the person asserting any such losses, liabilities, claims, damages 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 Agreementexpenses purchased Securities, or any Indemnified Party's role therein person controlling such Underwriter, if a copy of the Prospectus (as then amended or in supplemented if the transactions contemplated therebyCompany shall have furnished any such amendments or supplements thereto) was not sent or given by or on behalf of such Underwriter to such person, if such is required by the 1933 Act or the 1933 Act Regulations, at or prior to the written confirmation of the sale of such Securities to such person and if the Prospectus (as so amended or supplemented, if applicable) would have corrected the defect giving rise to such loss, liability, claim, damage or expense; provided, however, that such Selling Stockholder the indemnity agreement contained in this subsection (c) shall not be liable -------- ------- under this Section 7.1: (i) for require 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 reimburse the Underwriters for expenses as set forth above, any amount in excess of the amount of the net sale price of the Securities sold by such Selling Stockholder further agrees pursuant 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 negligence of such Indemnified Partythis Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Arbor Realty Trust Inc)

Indemnification by Selling Stockholders. Each Selling --------------------------------------- Stockholder agrees, severally but and not jointly, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the Purchasers and their respective Affiliates, officers, directors, agents, members, employees and partners (each, an "Indemnified Party") to meaning of Section 15 of the fullest ----------------- extent permitted by law from and 1933 Act or Section 20 of the 1934 Act against any and all lossesloss, claimsliability, damagesclaim, expenses damage and expense described in the indemnity contained in subsection (including reasonable feesa) of this Section 8, disbursements and other charges of counsel) as incurred, but only with respect to untrue statements or other liabilities omissions, or alleged untrue statements or omissions, made in the Registration Statement ("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"amendment thereto), or written threats thereofin any preliminary prospectus, based uponany Issuer Free Writing Prospectus, relating any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to or arising out any of the purchase 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 sale 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 Common Shares 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 AgreementSection 8(b), 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 together with 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 misconductrequired to contribute under Section 9, 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 an amount equal to the Purchase Price paid to such aggregate gross proceeds, less underwriting discounts and commissions (but before payment of expenses payable by the Selling Stockholder. In connection with the obligation of Stockholders), received by such Selling Stockholder to indemnify for expenses as set forth above, from the sale of Underwritten Securities by 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 negligence of such Indemnified Partyunder this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (KKR Real Estate Finance Trust Inc.)

Indemnification by Selling Stockholders. Each Selling --------------------------------------- Stockholder agreesStockholder, severally but and not jointly, agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls any Underwriter within the Purchasers and their respective Affiliatesmeaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, officersthe Company, its directors, agentseach of its officers who signed the Registration Statement and each person, membersif any, employees and partners (each, an "Indemnified Party") to who controls the fullest ----------------- extent permitted by law from and Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all lossesloss, claimsliability, damagesclaim, expenses damage and expense described in the indemnity contained in subsection (including reasonable feesa) of this Section 6, disbursements 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 or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with information relating to such Selling Stockholder (including, without limitation, the information with respect to such Selling Stockholder’s Securities and any other charges shares of counsel) Common Stock or other liabilities securities of the Company which are owned or held by such Selling Stockholder) furnished or confirmed ("Liabilities"in each case orally or in writing) to the extent resulting from any breach of ----------- any representation Company by or warranty on behalf of such Selling Stockholder expressly for use in this Agreement the Registration Statement (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, amendment thereto) or any Indemnified Party's role therein preliminary prospectus or in the transactions contemplated therebyProspectus (or any amendment or supplement thereto); provided, however, that such the liability under this subsection (b) of any 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 an amount equal to the Purchase Price paid aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder. In connection with Stockholder from the obligation sale of Securities sold by 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 negligence of such Indemnified Partyhereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Volcom Inc)

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