Common use of Indemnification by Stockholders Clause in Contracts

Indemnification by Stockholders. Each Stockholder will indemnify and hold harmless, to the fullest extent permitted by law, the Company, its officers, directors, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents and employees of any such controlling person, from and against all Losses, as incurred, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with information so furnished in writing by or on behalf of such Stockholder to the Company expressly for use in such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any Stockholder hereunder be greater in amount than the dollar amount of the proceeds received by such Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Appears in 3 contracts

Samples: Registration Rights Agreement (Arch Wireless Inc), Merger Agreement (Mobilemedia Corp), Registration Rights Agreement (Arch Wireless Inc)

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Indemnification by Stockholders. Each Stockholder will indemnify and ------------------------------- hold harmless, to the fullest extent permitted by law, the Company, its officers, directors, agents and employees, each person who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents and employees of any such controlling person, from and against all Losses, as incurred, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with information so furnished in writing by or on behalf of such Stockholder to the Company expressly for use in such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any Stockholder hereunder be greater in amount than the dollar amount of the proceeds received by such Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Appears in 2 contracts

Samples: Registration Rights Agreement (Arch Communications Group Inc /De/), Registration Rights Agreement (Arch Communications Group Inc /De/)

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Indemnification by Stockholders. Each Stockholder will indemnify and ------------------------------- hold harmless, to the fullest extent permitted by law, the CompanyCorporation, its officers, directors, agents and employees, each person who controls the Company Corporation (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), and the directors, officers, agents and employees of any such controlling person, from and against all Losses, as incurred, arising out of or based upon any untrue statement of a material fact contained in any Registration Statement, Prospectus or preliminary prospectus, or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission was made in reliance upon and in conformity with information so furnished in writing by or on behalf of such Stockholder to the Company Corporation expressly for use in such Registration Statement, Prospectus or preliminary prospectus. In no event will the liability of any Stockholder hereunder be greater in amount than the dollar amount of the proceeds received by such Stockholder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Appears in 2 contracts

Samples: Registration Rights Agreement (Greenmountain Com Co), Registration Rights Agreement (Greenmountain Com Co)

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