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 and not jointly shall indemnify and hold harmless the Underwriter Indemnified Parties against any loss, claim, damage, expense or liability whatsoever (or any action, investigation or proceeding in respect thereof), to which such Underwriter Indemnified Party may become subject, under the Securities Act or otherwise, insofar as such loss, claim, damage, expense, liability, action, investigation or proceeding arises out of or is based upon (A) any untrue statement or alleged untrue statement of a material fact contained in any Preliminary Offering Circular, the Offering Statement or the Final Offering Circular or any amendment or supplement thereto, (B) the omission or alleged omission to state in any Preliminary Offering Circular, the Offering Statement, the Final Offering Circular, the Pricing Disclosure Materials, or any Written Testing-the-Waters Communication, any Selling Stockholder Information, or in any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the statements therein not misleading or (C) any breach of the representations and warranties of such Selling Stockholder contained herein or failure of such Selling Stockholder to perform its obligations hereunder or pursuant to any law, any act or failure to act, or any alleged act or failure to act, by the Underwriter in connection with, or relating in any manner to, this Agreement, the Securities or the offering, and which is included as part of or referred to in any loss, claim, damage, expense, liability, action, investigation or proceeding arising out of or based upon matters covered by subclause (A), (B) or (C) above of this Section 10(b) (provided that such Selling Stockholder shall not be liable in the case of any matter covered by this subclause (C) to the extent that it is determined in a final judgment by a court of competent jurisdiction that such loss, claim, damage, expense or liability resulted directly from any such act or failure to act undertaken or omitted to be taken by the Underwriter through its gross negligence or willful misconduct), and shall reimburse the Underwriter Indemnified Party promptly upon demand for any legal fees or other expenses reasonably incurred by that Underwriter Indemnified Party in connection with investigating, or preparing to defend, or defending against, or appearing as a th...
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 Pinnacle 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 Pinnacle 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 of Pinnacle or the Selling Stockholders contained herein, or (iii) any Breach of any representation or warranty made in the Selling Stockholders' Closing Certificate.
(b) In no event shall Netivation Indemnitees seek consequential damages or damages for lost profits (except with respect to claims arising out of the willful misconduct of the other party or parties, including willful breaches of this Agreement) against the Selling Stockholders in any claim for indemnification under this Section 9 or for any other matter relating to this Agreement or the Transactions, nor shall seek or accept payment of any award or judgment to the extent that such award or judgment against the Pinnacle Indemnitees includes such consequential damages or damages for lost profits.
(c) Each Selling Stockholder waives and acknowledges and agrees that such Selling Stockholder shall not have and shall not exercise or assert (or attempt to exercise or assert), any right of contribution, right of indemnity or other similar right or remedy against the Surviving Corporation in connection with any indemnification obligation or any other Liability to which such Selling Stockholder may become subject under the Transactional Agreements or otherwise in connection with any of the Transactions.
(d) Claims for Damages made by the Netivation Indemnitees pursuant to the provisions of Sections 9.2(a) or 9.6 shall be limited to an amount equal to (i) 404,000 shares multiplied by the closing price per share of Netivation common stock on the Closing Date, plus (ii) $300,000. The provisions of this Section 9.2 shall not apply to claims for fraud on the part of Pinnacle or any Selling Stockholder.
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.
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 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. 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) 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.
(b) The Selling Stockholders acknowledge and agree that, if there is any Breach of any representation or warranty or other provision relating to MEDMarket or MEDMarket's business, condition, assets, Liabilities, operations, financial performance or net income (or any aspect or portion thereof), then Netivation itself shall be deemed, by virtue of its ownership of the capital stock of MEDMarket, to have incurred Damages as result of such Breach or Liability.
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 Public Disclosure 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 Public Disclosure 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 Public Disclosure'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.
(b) The Selling Stockholders acknowledge and agree that, if there is any Breach of any representation or warranty or other provision relating to Public Disclosure or Public Disclosure's business, condition, assets, Liabilities, operations, financial performance or net income (or any aspect or portion thereof), then Netivation itself shall be deemed, by virtue of its ownership AGREEMENT AND PLAN OF MERGER - 28 of the capital stock of Public Disclosure, to have incurred Damages as result of such Breach or Liability.
Indemnification by the Selling Stockholders. The Selling Stockholders agree to indemnify and hold harmless Serologicals, and each of its respective directors and officers (including each director and officer of Serologicals who signed the Resale Registration Statement), and each Person, if any, who controls Serologicals within the meaning of Section 15 of the Securities Act, to the same extent as the indemnity contained in Section 5.1 hereof, but only insofar as such loss, liability, claim, damage or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in the Resale Registration Statement or any amendment thereto, or the Resale Prospectus or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished to Serologicals by the Selling Stockholders expressly for use therein; provided that the liability of each Selling Stockholder hereunder shall be limited to the lower of (i) the proportion of any such loss, claim, damage, liability or expense which is equal to the proportion that the net proceeds from the sale of the shares sold by such Holder under the Resale Registration Statement bears to the total net proceeds from the sale of all securities sold thereunder and (ii) the net proceeds received by such Holder from the sale of Resale Securities covered by such Resale Registration Statement.
