Common use of Indemnification by the Holder Clause in Contracts

Indemnification by the Holder. The Company may require, as a condition to including any of the Registrable Securities in any Registration Statement filed pursuant to this Agreement, that the Company shall have received an undertaking satisfactory to it from the Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Paragraph 11 hereof) the Company, 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 the 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 the Holder specifically stating that it is for use in the preparation of the Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any 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 the Holder.

Appears in 13 contracts

Samples: Stock Purchase Agreement (Spiderboy International Inc), Joint Venture Agreement (Charys Holding Co Inc), Registration Rights Agreement (Entech Environmental Technologies Inc)

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Indemnification by the Holder. The Company may require, as a condition to including any of the Registrable Securities in any Registration Statement registration statement filed pursuant to this Agreement, that the Company shall have received an undertaking satisfactory to it from the Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Paragraph 11 hereofSection 2.1) the Company, each director of the Company, each officer of the Company and each other Personperson, if any, who controls the Company Company, within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from the Registration Statementsuch 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 on and in conformity with written information furnished to the Company through an instrument duly executed by the Holder specifically stating that it is for use in the preparation of the Registration Statementsuch registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any Notwithstanding the foregoing, the maximum liability hereunder which any holder shall be required to suffer shall be limited to the net proceeds to such Holder from the Shares sold by such Holder in the offering. 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 the Securities by the Holder.

Appears in 7 contracts

Samples: Asset Purchase Agreement (Mac Filmworks Inc), Asset Purchase Agreement (Mac Filmworks Inc), Asset Purchase Agreement (Mac Filmworks Inc)

Indemnification by the Holder. The Company may require, as a condition to including any of the Registrable Securities in any Registration Statement registration statement filed pursuant to this Agreement, that the Company shall have received an undertaking satisfactory to it from the Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Paragraph 11 hereofSection 2.1) the Company, each director of the Company, each officer of the Company and each other Personperson, if any, who controls the Company Company, within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from the Registration Statementsuch 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 on and in conformity with written information furnished to the Company through an instrument duly executed by the Holder specifically stating that it is for use in the preparation of the Registration Statementsuch registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any Notwithstanding the foregoing, the maximum liability hereunder which any holder shall be required to suffer shall be limited to the net proceeds to such Holder from the Registrable Securities sold by such Holder in the offering. 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 the Securities by the Holder.

Appears in 3 contracts

Samples: Registration Rights Agreement (Youblast Global, Inc.), Registration Rights Agreement (Youblast Global, Inc.), Registration Rights Agreement (Sahara Media Holdings, Inc.)

Indemnification by the Holder. The Company may require, as a -------------------------------- condition to including any of the Registrable Securities in any Registration Statement filed pursuant to this Agreement, that the Company shall have received an undertaking satisfactory to it from the Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Paragraph 11 hereof) the Company, 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 the 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 the Holder specifically stating that it is for use in the preparation of the Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any 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 the Holder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Spiderboy International Inc), Stock Purchase Agreement (Spiderboy International Inc)

Indemnification by the Holder. The Company DESIGN may require, as a condition to including any of the Registrable Securities in any Registration Statement registration statement filed pursuant to this Agreement, that the Company DESIGN shall have received an undertaking satisfactory to it from the Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Paragraph 11 hereof) the CompanyDESIGN, each director of the CompanyDESIGN, each officer of the Company DESIGN and each other Personperson, if any, who controls the Company DESIGN, within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from the Registration Statementsuch 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 on and in conformity with written information furnished to the Company DESIGN through an instrument duly executed by the Holder specifically stating that it is for use in the preparation of the Registration Statementsuch registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any Notwithstanding-standing the foregoing, the maximum liability hereunder which any holder shall be required to suffer shall be limited to the net proceeds to such Holder from the Shares sold by such Holder in the offering. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company DESIGN or any such director, officer or controlling person and shall survive the transfer of such securities the Securities by the Holder.

Appears in 2 contracts

Samples: Merger Agreement (Design Automation Systems Inc), Merger Agreement (Design Automation Systems Inc)

Indemnification by the Holder. The Company may require, as a condition to including In the even that any of the Registrable Securities are included in any Registration Statement registration statement filed pursuant to this Agreementsection 2.3, that the Company shall have received an undertaking satisfactory to it from the Holder, Holder will and hereby does agree to indemnify and hold harmless (in the same manner and to the same extent as set forth in Paragraph 11 hereofsubdivision (a) of this section 2.6) the Company, each director of the Company, each officer of the Company and each other Personperson, 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 the Registration Statementsuch 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 the Holder such seller specifically stating that it is for use in the preparation of the Registration Statementsuch registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such 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 the Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Wand Partners Sc Inc)

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Indemnification by the Holder. The Company DESIGN may require, as a condition to ----------------------------- including any of the Registrable Securities in any Registration Statement registration statement filed pursuant to this Agreement, that the Company DESIGN shall have received an undertaking satisfactory to it from the Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Paragraph 11 hereof) the CompanyDESIGN, each director of the CompanyDESIGN, each officer of the Company DESIGN and each other Personperson, if any, who controls the Company DESIGN, within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from the Registration Statementsuch registration statement by Holder, 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 on and in conformity with written information furnished to the Company DESIGN through an instrument duly executed by the Holder specifically stating that it is for use in the preparation of the Registration Statementsuch registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any Notwithstanding the foregoing, the maximum liability hereunder which the Holder shall be required to suffer shall be limited to the net proceeds to such Holder from the shares sold by such Holder in the offering. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company DESIGN or any such director, officer or controlling person and shall survive the transfer of such securities the Securities by the Holder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Design Automation Systems Inc)

Indemnification by the Holder. The Company may require, as a condition to including In the even that any of the Registrable ----------------------------- Securities are included in any Registration Statement registration statement filed pursuant to this Agreementsection 2.3, that the Company shall have received an undertaking satisfactory to it from the Holder, Holder will and hereby does agree to indemnify and hold harmless (in the same manner and to the same extent as set forth in Paragraph 11 hereofsubdivision (a) of this section 2.6) the Company, each director of the Company, each officer of the Company and each other Personperson, 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 the Registration Statementsuch 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 the Holder such seller specifically stating that it is for use in the preparation of the Registration Statementsuch registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any such 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 the Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Information Management Associates Inc)

Indemnification by the Holder. The Company may require, as a condition ----------------------------- to including any of the Registrable Securities in any Registration Statement filed pursuant to this Agreement, that the Company shall have received an undertaking satisfactory to it from the Holder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Paragraph 11 hereof) the Company, 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 the 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 the Holder specifically stating that it is for use in the preparation of the Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Any 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 the Holder.

Appears in 1 contract

Samples: Stock Purchase Agreement (Charys Holding Co Inc)

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