Common use of Indemnification by the Holders and Underwriters Clause in Contracts

Indemnification by the Holders and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 3.1, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.3(a)) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and controlling Persons, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if (and only if) such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder furnished to the Company by such Holder expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Holder.

Appears in 2 contracts

Samples: Stockholders' Agreement (Western Multiplex Corp), Acquisition Agreement (Glenayre Technologies Inc)

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Indemnification by the Holders and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 3.1Sections 4.1 or 4.2, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities or any prospective underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.3(a4.4(a)) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, current and future directors, officers officers, employees, general and limited partners, members, Affiliates and controlling Persons, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if (and only if) such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder or underwriter furnished to the Company by such Holder or underwriter expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliatesaffiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Holder.

Appears in 1 contract

Samples: Stockholders' Agreement (Imperial Home Decor Group Holdings I LTD)

Indemnification by the Holders and Underwriters. The Company may require, as a condition to including any Registrable Securities Shares in any registration statement Registration Statement filed in accordance with Section 3.1Sections 2 or 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder Holders of such Registrable Securities Shares or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.3(a)8(a) hereof) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and controlling Persons, Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statementRegistration Statement, any preliminary, final or summary prospectus Prospectus contained therein, or any amendment or supplement, if (and only if) such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to the Holders of the Registrable Shares being registered or such Holder underwriter furnished to the Company by such Holder expressly Holders or such underwriter for use in the preparation of such registration statementRegistration Statement, preliminary, final or summary prospectus Prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons Persons, and will shall survive the Transfer transfer of such securities by such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Elder Beerman Stores Corp)

Indemnification by the Holders and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 3.1Sections 3.1 or 3.2, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder of such Registrable Securities or any prospective underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.3(a3.4(a)) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and controlling Persons, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if (and only if) such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Holder or underwriter furnished to the Company by such Holder or underwriter expressly for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliatesaffiliates, directors, officers or controlling Persons and will survive the Transfer of such securities by such Holder.

Appears in 1 contract

Samples: Stockholders' Agreement (Corning Consumer Products Co)

Indemnification by the Holders and Underwriters. The Company may require, as a condition to including any Registrable Securities Shares in any registration statement filed in accordance with Section 3.1Sections 2 or 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder Holders of such Registrable Securities Shares or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.3(a)8(a) hereof) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and controlling Persons, Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if (and only if) such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to the Holders of the Registrable Shares being registered or such Holder underwriter furnished to the Company by such Holder expressly Holders or such underwriter specifically for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliatesaffiliates, directors, officers or controlling Persons Persons, and will shall survive the Transfer transfer of such securities by such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Rmi Titanium Co)

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Indemnification by the Holders and Underwriters. The Company may require, as a condition to including any Registrable Securities Shares in any registration statement Registration Statement filed in accordance with Section 3.1Sections 2 or 4 hereof, that the Company shall have received an undertaking reasonably 12 satisfactory to it from the Holder Holders of such Registrable Securities Shares or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.3(a)8(a) hereof) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and controlling Persons, Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statementRegistration Statement, any preliminary, final or summary prospectus Prospectus contained therein, or any amendment or supplement, if (and only if) such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to the Holders of the Registrable Shares being registered or such Holder underwriter furnished to the Company by such Holder expressly Holders or such underwriter for use in the preparation of such registration statementRegistration Statement, preliminary, final or summary prospectus Prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing. Such indemnity will shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliates, directors, officers or controlling Persons Persons, and will shall survive the Transfer transfer of such securities by such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Nationsrent Inc)

Indemnification by the Holders and Underwriters. The Company may require, as a condition to including any Registrable Securities Shares in any registration statement filed in accordance with Section 3.1SECTION 2 or SECTION 4, that the Company shall have received an undertaking reasonably satisfactory to it from the Holder Holders of such Registrable Securities Shares or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.3(aSECTION 8(a)) the Company, all other Holders or any prospective underwriter, as the case may be, and any of their respective Affiliates, directors, officers and controlling Persons, Company with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement, if (and only if) such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to the Holders of the Registrable Shares being registered or such Holder underwriter furnished in writing to the Company by such Holder expressly for use in the preparation of Holders or such registration statement, preliminary, final or summary prospectus or amendment or supplementunderwriter, or a document incorporated by reference into any of the foregoing; PROVIDED, that no such Holder shall be liable for any indemnity claims in excess of the amount of net proceeds received by such Holder from the sale of Registrable Shares. Such indemnity will shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Holders, or any of their respective Affiliatesaffiliates, directors, officers or controlling Persons Persons, and will shall survive the Transfer transfer of such securities by such Holder.

Appears in 1 contract

Samples: Registration Rights Agreement (Donnelley R H Inc)

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