Common use of Indemnification by the Registering Holders Clause in Contracts

Indemnification by the Registering Holders. Each Registering Holder agrees, severally but not jointly, to indemnify and hold harmless the Issuer, its officers, directors and agents and each Person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to such Registering Holder, but only (i) with respect to information furnished in writing by such Registering Holder or on such Registering Holder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Common Shares, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 3.07(a) results from the fact that a current copy of the prospectus (or the amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Common Shares concerned to such Person if it is determined that it was the responsibility of such Registering Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each such Registering Holder also agrees to indemnify and hold harmless the underwriters of the Registrable Common Shares, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Issuer provided in this Section 3.07(b). Each Registering Holder's obligation to indemnify pursuant to this Section is several in the proportion that the proceeds of the offering received by such Holder bears to the total proceeds of the offering received by all the Holders and not joint.

Appears in 6 contracts

Samples: Shareholders Agreement (Compucredit Corp), Shareholders Agreement (VHS of Phoenix Inc), Shareholders Agreement (Winstar Communications Inc)

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Indemnification by the Registering Holders. Each The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Sections 2.1, 2.2 or 2.3 that the Company shall have received an undertaking satisfactory to it from the Registering Holder agrees, severally but not jointly, Holders to indemnify and hold harmless (in the Issuersame manner and to the same extent as set forth in sub-division (a) of this Section 2.8) the Company, its directors, officers, directors employees, agents, attorney and agents affiliates, each Person, if any, who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls the Issuer Company or any such underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to such Registering HolderAct, but only (i) with respect to information furnished in writing by such Registering Holder or on such Registering Holder's behalf expressly for use in any registration statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus relating to the Registrable Common Sharesor summary prospectus contained therein, or any amendment or supplement thereto, if such statement or any preliminary prospectus alleged statement or (ii) omission or alleged omission was made in reliance upon and in conformity with written information furnished to the extent that any loss, claim, damage, liability or expense described in Section 3.07(a) results from the fact that a current copy of the prospectus (or the amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Common Shares concerned to such Person if it is determined that it was the responsibility of Company by such Registering Holder to provide specifically stating that it is for use in the preparation of such Person with a current copy registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the prospectus (Company or any such amended director, officer, employee, agent, attorney, affiliate or supplemented prospectus, as controlling person and shall survive the case may be) and transfer of such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each Registrable Securities by such Registering Holder. Notwithstanding the provisions of this paragraph (b), no Registering Holder also agrees shall be required to indemnify and hold harmless the underwriters of the Registrable Common Shares, their officers and directors and each any Person who controls such underwriters on substantially the same basis as that of the indemnification of the Issuer provided in this Section 3.07(b). Each Registering Holder's obligation to indemnify pursuant to this Section is several 2.8 for any amount in the proportion that the proceeds excess of the offering amount by which the aggregate net proceeds received by such Registering Holder bears in such offering exceeds the amount of any damages that such Registering Holder has otherwise been required to the total proceeds pay by reason of the offering received by all the Holders and not jointany such untrue or alleged untrue statement or omission or alleged omission.

Appears in 1 contract

Samples: Registration Agreement (National Propane Partners Lp)

Indemnification by the Registering Holders. Each Registering Holder agrees, severally but not jointly, to indemnify and hold harmless the Issuer, its officers, directors and agents and each Person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to such Registering Holder, but only (i) with respect to information furnished in writing by such Registering Holder or on such Registering Holder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Common Shares, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 3.07(a) results from the fact that a current copy of the prospectus (or the amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Common Shares concerned to such Person if it is determined that it was the responsibility of such Registering Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each such Registering Holder also agrees to indemnify and hold harmless the underwriters of the Registrable Common Shares, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Issuer provided in this Section 3.07(b). Each Registering Holder's obligation to indemnify pursuant to this Section is several in the proportion that the proceeds of the offering received by such Holder bears to the total proceeds of the offering received by all the Holders and not joint.

Appears in 1 contract

Samples: Shareholders Agreement (Winstar Communications Inc)

Indemnification by the Registering Holders. Each The Company may require, as a condition to including any Registrable Securities in any registration statement filed pursuant to Section 2.1 or 2.2, that the Company shall have received an undertaking satisfactory to it from the Registering Holder agrees, severally but not jointly, Holders to indemnify and hold harmless (in the Issuersame manner and to the same extent as set forth in subdivision (a) of this Section 2.8) the Company, its directors, officers, directors employees, agents, attorney and agents and affiliates, each Person, if any, who controls participates as an underwriter in the Issuer within the meaning offering or sale of either Section 15 such securities and each other Controlling Person of the Securities Act Company or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to such Registering Holderunderwriter, but only (i) if any, with respect to information furnished in writing by such Registering Holder or on such Registering Holder's behalf expressly for use in any registration statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus relating to the Registrable Common Sharesor summary prospectus contained therein, or any amendment or supplement thereto, if such statement or any preliminary prospectus alleged statement or (ii) omission or alleged omission was made in reliance upon and in conformity with written information furnished to the extent that any loss, claim, damage, liability or expense described in Section 3.07(a) results from the fact that a current copy of the prospectus (or the amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Common Shares concerned to such Person if it is determined that it was the responsibility of Company by such Registering Holder to provide or its directors, officers, employees, agents, attorneys, affiliates or Controlling Persons specifically stating that it is for use in the preparation of such Person with a current copy registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the prospectus (Company or any such amended director, officer, employee, agent, attorney, affiliate or supplemented prospectus, as Controlling Person and shall survive the case may be) and transfer of such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each Registrable Securities by such Registering Holder. Notwithstanding the provisions of this paragraph (b), no Registering Holder also agrees shall be required to indemnify and hold harmless the underwriters of the Registrable Common Shares, their officers and directors and each any Person who controls such underwriters on substantially the same basis as that of the indemnification of the Issuer provided in this Section 3.07(b). Each Registering Holder's obligation to indemnify pursuant to this Section is several 2.8 for any amount in the proportion that the proceeds excess of the offering amount by which the aggregate net proceeds received by such Registering Holder bears in such offering exceeds the amount of any damages that such Registering Holder has otherwise been required or agreed to the total proceeds pay by reason of the offering received by all the Holders and not jointany such untrue or alleged untrue statement or omission or alleged omission.

Appears in 1 contract

Samples: Registration Rights Agreement (Wendy's/Arby's Group, Inc.)

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Indemnification by the Registering Holders. Each Registering Holder agrees, severally but not jointly, to indemnify and hold harmless the Issuer, its officers, directors and agents and each Person, if any, who controls the Issuer within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to such Registering Holder, but only (i) with respect to information furnished in writing by such Registering Holder or on such Registering Holder's behalf expressly for use in any registration statement or prospectus relating to the Registrable Common Shares, or any amendment or supplement thereto, or any preliminary prospectus or (ii) to the extent that any loss, claim, damage, liability or expense described in Section 3.07(a) results from the fact that a current copy of the prospectus (or the amended or supplemented prospectus, as the case may be) was not sent or given to the Person asserting any such loss, claim, damage, liability or expense at or prior to the written confirmation of the sale of the Registrable Common Shares concerned to such Person if it is determined that it was the responsibility of such Registering Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each such Registering Holder also agrees to indemnify and hold harmless the underwriters of the Registrable Common Shares, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Issuer provided in this Section 3.07(b). Each Registering Holder's obligation to indemnify pursuant to to(ii) this Section is several in the proportion that the proceeds of the offering received by such Holder bears to the total proceeds of the offering received by all the Holders and not joint.

Appears in 1 contract

Samples: Surviving Shareholders Agreement (VHS of Phoenix Inc)

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