Indemnification by the Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise (including in settlement of any litigation if such settlement is effected with the written consent of such Selling Stockholder), insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, including the 430A Information and any other information deemed to be a part of the Registration Statement at the time of effectiveness and at any subsequent time pursuant to the Rules and Regulations, if applicable, any Preliminary Prospectus, the Time of Sale Disclosure Package, the Prospectus, or any amendment or supplement thereto, any issuer free writing prospectus, any issuer information that the Company has filed or is required to file pursuant to Rule 433(d) of the Rules and Regulations, or any Written Testing-the-Waters Communication, or any road show, or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by it in connection with investigating or defending against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that (x) a Selling Stockholder shall be liable in any such case only to the extent that any such loss, claim, damage, liability or action arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with Selling Stockholder Information relating to such Selling Stockholder, and (y) in no event shall any Selling Stockholder’s liability hereunder exceed the aggregate amount of net proceeds (after deducting Underwriters’ discounts and commissions) received by such Selling Stockholder from the sale of the Securities pursuant to this Agreement.
Indemnification by the Selling Stockholders. The Company may require, as a condition to including any Registrable Securities held by a Selling Stockholder in any registration statement filed pursuant to Sections 3.1 or 3.2, that the Company receive an undertaking reasonably satisfactory to it from such Selling Stockholder, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.6(a)) the Company, each director, officer, employee, agent and advisor of the Company and each other Person, if any, who controls the Company within the meaning of the Securities Act (other than such Persons who are Selling Stockholders), with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information prepared and furnished to the Company by such Selling Stockholder specifically for use therein. 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, employee, agent, advisor or controlling Person and shall survive the transfer of such securities by such Selling Stockholder. The indemnity provided by each Selling Stockholder under this Section 3.6(b) shall be only with respect to its own misstatements and omissions and not with respect to those of any other seller or prospective seller of securities, and not jointly and severally, and shall be limited in amount to the net amount of proceeds received by such Selling Stockholder from the sale of Registrable Securities pursuant to such registration statement.
Indemnification by the Selling Stockholders. In connection with any registration statement in which a Selling Stockholder is participating, each such Selling Stockholder will furnish to the Company in writing such information as is reasonably requested by the Company for use in such registration statement or prospectus and will indemnify, to the extent permitted by law, the Company, its directors and officers and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses arising out of or resulting from any untrue or alleged untrue statement of material fact or any omission or alleged omission of a material fact required to be stated in the registration statement or prospectus or any amendment thereof or supplement thereto or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission or such alleged untrue statement or alleged omission occurs in reliance upon and in conformity with information so furnished in writing by such Selling Stockholder specifically for use in the registration statement. 8.3.
Indemnification by the Selling Stockholders. Each selling Stockholder and Permitted Transferee, if any, shall indemnify and hold harmless Aksys and the directors and officers of Aksys from and against all Losses insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement of a material fact in any Shelf Registration, prospectus or form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, that such Losses resulted solely or primarily from an untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact contained in or omitted from any information so furnished in writing by (as applicable) such selling Stockholder or Permitted Transferee to Aksys expressly for use therein. Notwithstanding the foregoing, in no event shall the liability of any Stockholder or Permitted Transferee be greater in amount than the dollar amount of the proceeds (net of payment of expenses) received by such person upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Indemnification by the Selling Stockholders. In connection with any registration statement in which a Selling Stockholder is participating, such Selling Stockholder will furnish to the Company in writing such customary information with respect to such Selling Stockholder as the Company reasonably requests for use in connection with any such registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto and agrees to indemnify, to the extent permitted by law, the Company, its directors, employees, agents, officers, and each Person who controls the Company (within the meaning of the Act) against all losses, claims, damages, liabilities and expenses arising out of or based on any untrue or allegedly untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent, but only to the extent, that such untrue statement or omission is caused by or contained in any information which such Selling Stockholder furnished in writing to the Company expressly for use therein or by such Selling Stockholder's failure to deliver to a purchaser of securities a copy of the registration statement, prospectus, or preliminary prospectus or any amendments thereof or supplements thereto at a time when such Selling Stockholder is required by the Act to do so after the Company has furnished such Selling Stockholder with a sufficient number of copies of the same. In no event shall the liability of such Selling Stockholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Selling Stockholder upon the sale of the Registrable Common Stock giving rise to such indemnification obligation.
Indemnification by the Selling Stockholders. Each of the Selling Stockholders severally in proportion to the number of Shares to be sold by such Selling Stockholder hereunder agrees to indemnify and hold harmless each Underwriter and the Company, their affiliates, directors and officers and each person, if any, who controls such Underwriter or the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, provided that each Selling Stockholder shall be liable only to the extent that such untrue statement or alleged untrue statement or omission or alleged omission has been made in the Registration Statement, the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus or the Pricing Disclosure Package in reliance upon and in conformity with the Selling Stockholder Information; provided, further, that the liability under this subsection of each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.
Indemnification by the Selling Stockholders. (a) In the event any of the Selling Stockholders breaches any of his or its representations, warranties, and covenants contained herein (other than the Stockholder Representations, Warranties and Covenants), then the Selling Stockholders shall indemnify, defend and hold harmless iTurf and Merger Sub from and against (x) the entirety of any losses, Liabilities, claims, actions, damages and expenses (including without limitation, reasonable attorneys' fees and disbursements) (collectively, "LOSSES") iTurf or its affiliates (including Merger Sub and the Surviving Corporation) incurs through and (except to the extent they could reasonably mitigate such Losses) after the date of the claim for indemnification resulting from, arising out of, relating to, in the nature of, or caused by the breach, or (y) any claims by Harvard University related to the matters disclosed in Schedule 2.7; provided, however, that (A) no Selling Stockholders shall have any obligation to indemnify iTurf or Merger Sub from and against any Losses resulting from, arising out of, relating to, in the nature of, or caused by the breach of any representation or warranty of the Selling Stockholders contained in Article II above (other than the Stockholder Representations, Warranties and Covenants) until iTurf and Merger Sub have suffered Losses by reason of all such breaches (other than breaches of Stockholder Representations, Warranties and Covenants) in excess of a $100,000 aggregate threshold (after which point the Selling Stockholders will be obligated to indemnify iTurf and its affiliates from and against Losses relating back to the first dollar).
Indemnification by the Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Registration Statement, each Underwriter and each person, if any, who controls the Company and any Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Selling Stockholder furnished to the Company in writing by such Selling Stockholder expressly for use in the Registration Statement and the Prospectus (or any amendment or supplement thereto) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Selling Stockholder consists of the following information in the Prospectus: (x) in the case of X'Xxxxxxx, (1) his name and the numbers of shares opposite his name in the table obtained in the section of the Prospectus entitled "Selling Stockholders" and (2) the first and (as it pertains to X'Xxxxxxx) third sentences of the third paragraph of the section in the prospectus entitled "Shares eligible for Future Sale;" (y) in the case of Xxxxx, (1) his name and the numbers of shares opposite his name in the table obtained in the section of the Prospectus entitled "Selling Stockholders" and (2) the second and (as it pertains to Xxxxx) third sentences of the third paragraph of the section in the prospectus entitled "Shares eligible for Future Sale;" and (z) in the case of each Interpublic Selling Stockholder, (1) the name "Interpublic Group of Companies, Inc." and the numbers of shares opposite such name in the table obtained in the section of the Prospectus entitled "Selling Stockholders" and the sentence immediately below such table relating to the number of shares to be sold by the Selling Stockholders if the overallotment option is exercised in full and the amount of shares to be owned by the Selling Stockholders following such sale, (2) the last sentence of the risk factor in the Prospectus entitled "The interests of Interpublic, our largest stockholder, may conflict with your interests" and (3) the first and sixth sentences of the second paragraph of the section in the Prospectus entitled "Shar...
Indemnification by the Selling Stockholders. In connection with any Registration Statement, each Selling Securityholder will furnish to the Company in writing such information as the Company reasonably requests as required under the Securities Act for use in connection with the preparation of any such Registration Statement or Prospectus and agrees to indemnify and hold harmless, to the full extent permitted by law, but without duplication, the Company, its officers, directors, stockholders, employees, advisors and agents, and each Person who controls (within the meaning of the Securities Act) the Company, against all Indemnifiable Costs and Expenses resulting from (i) any untrue statement of a material fact in, or any omission of a material fact required to be stated in, the Registration Statement or Prospectus or necessary to make the statements therein (in the case of a Prospectus in light of the circumstances under which they were made) not misleading to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is made in reliance upon or in conformity with any information so furnished in writing by such Selling Securityholder to the Company expressly for use in such Registration Statement or Prospectus, or (ii) any violation or alleged violation by such Selling Securityholder of the Securities Act, the Exchange Act, any state securities law or any rule or regulation promulgated under the Securities Act, the Exchange Act or any state securities law in connection with the offering covered by such Registration Statement. No Selling Securityholder shall be required to provide indemnification under this SECTION 8(B) in excess of an amount equal to the net proceeds to such Securityholder from the disposition of the Registrable Securities disposed of by such Securityholder pursuant to such Registration Statement.
Indemnification by the Selling Stockholders. (a) Subject to the provisions of this Section 9, the Selling Stockholders, jointly and severally, shall indemnify and hold harmless each of the Netivation Indemnitees from and against the amount of any Damages incurred by any of the Netivation Indemnitees directly or indirectly as a result of (i) any Breach of a representation or warranty of MEDMarket or any of the Selling Stockholders contained in Section 2 hereof or in any instrument delivered pursuant to this Agreement (each as modified by the Schedule of Exceptions delivered by MEDMarket and the Selling Stockholders on the date of this Agreement and not as modified by any revisions to such Schedule of Exceptions after such date), (ii) any Breach of any covenant or obligation contained herein, (iii) any final determination of MEDMarket's net tax liability for the fiscal year immediately prior to the Closing or (iv) any Breach of any representation or warranty made in the Selling Stockholders' Closing Certificate.
