Common use of Indemnification by the Selling Stockholders Clause in Contracts

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. The Company may require, as a condition to including any Registrable Eligible Securities held by a Selling Stockholder in any registration statement filed pursuant to Sections 3.1 or 3.21.1 and 1.2, that the Company receive shall have received 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 subsection (a) of this Section 3.6(a)1.7) 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)Act, 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, or any application, 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 thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or such application. 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(b1.7(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 Eligible Securities pursuant to such registration statement.

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 2 or 3.23, that the Company receive an undertaking reasonably satisfactory to it from such Selling Stockholder, Stockholder to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.6(a7(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(b7(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. The Company may require, as As a condition ------------------------------------------- to including any Registrable Securities held by a Selling Stockholder in any registration statement filed pursuant to Sections 3.1 in connection with a Demand Registration or 3.2a Piggyback Registration, that the Company receive shall have received 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)7.1) 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 or on behalf of 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 the Selling StockholderStockholders. The indemnity provided by each Selling Stockholder under this Section 3.6(b) 7.2 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 the 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. The Company may require, as a condition to including If any Registrable Securities held by a Selling Stockholder are included in any registration statement filed pursuant to Sections 3.1 or 3.2Section 1.1 hereof, that the Company receive an undertaking reasonably satisfactory to it from Stockholder and, if different, such Selling Stockholder, to will indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.6(a1.5(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(b1.5(b) shall be only with respect to its own misstatements and omissions (and, in the case of the Stockholder, shall be only with respect to misstatements and omissions by the Stockholder and/or its Affiliates) 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. It is agreed that the indemnity contained in this Section 1.5(b) shall not apply to amounts paid in settlement of any loss, claim, damages, liability or action if such settlement is effected without the consent of the indemnifying Selling Stockholder (which consent shall not be unreasonably withheld).

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 1.1 or 3.21.2, 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(a1.6(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(b1.6(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. 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, Stockholders agree to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.6(a)) the CompanySerologicals, each director, officer, employee, agent and advisor of the Company and each other 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 the Company Serologicals within the meaning of Section 15 of the Securities Act (other than Act, to the same extent as the indemnity contained in Section 5.1 hereof, but only insofar as such Persons who are Selling Stockholders)loss, with respect to liability, claim, damage or expense arises out of or is based upon 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 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 prepared and furnished to Serologicals by the Company by such Selling Stockholder specifically Stockholders expressly for use therein. Such indemnity shall remain in full force and effect, regardless ; provided that the liability 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 hereunder shall be limited in amount 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 amount 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 Selling Stockholder Holder from the sale of Registrable Resale Securities pursuant to covered by such registration statementResale Registration Statement.

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 2 or 3.23, 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(a7(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(b7(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. The Company may require, ------------------------------------------- as a condition to including any Registrable Eligible Securities held by a Selling Stockholder in any registration statement filed pursuant to Sections 3.1 or 3.21.1 and 1.2, that the Company receive shall have received 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 subsection (a) of this Section 3.6(a)1.7) 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)Act, 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, or any application, 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 thereinin the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, or such application. 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(b1.7(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 Eligible Securities pursuant to such registration statement.

Indemnification by the Selling Stockholders. The Company may require(a) Subject to the remainder of this Section 11.2 and Section 11.5 hereof, as a condition the Selling Stockholders covenant and agree to including any Registrable Securities held by a Selling Stockholder in any registration statement filed pursuant to Sections 3.1 or 3.2defend, that the Company receive an undertaking reasonably satisfactory to it from such Selling Stockholder, to indemnify and hold harmless the Purchaser and each of its officers, directors, employees, agents and representatives (in collectively, the same manner "Indemnitees", and to the same extent as set forth in Section 3.6(a)individually each an "Indemnitee") the Companyfrom and against, and shall compensate and reimburse each director, officer, employee, agent and advisor of the Company and each other PersonIndemnitees for, if any, who controls the Company within the meaning any Damages which are suffered or incurred by any of the Securities Act Indemnitees (other than regardless of whether or not such Persons who are Selling Stockholders), Damages relate to any third party claim) directly or indirectly arising or resulting from or connected with (i) any breach of any representation or warranty (provided that solely for purposes of determining the amount of Damages with respect to the breach hereof and not for determining the existence of a breach or claim, each such representation or warranty shall be read as if all qualifications as to materiality were deleted therefrom) made by the Company or the Selling Stockholders in this Agreement or any untrue statement Transactional Agreement, (ii) any breach of any covenant or alleged untrue statement agreement by the Company or any Selling Stockholder in this Agreement or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained thereinother Transactional Agreement, or (iii) any amendment and all Damages suffered or supplement thereto, if such untrue statement incurred by Purchaser 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 reason of or in full force and effect, regardless connection with any claim or cause of action of any investigation made by third party to the extent arising out of any action, inaction, event, condition, liability or on behalf obligation of the Company or the Selling Stockholders occurring or existing prior to the Effective Time. To the extent that the Company's or any such directorSelling Stockholders' undertakings set forth in this Section 11.2 may be unenforceable, 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 shall contribute the maximum amount that it is permitted to contribute 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 applicable Law to the net amount payment and satisfaction of proceeds received all Losses incurred by such Selling Stockholder from the sale of Registrable Securities pursuant Company, the Purchaser, Merger Sub or other Indemnitee subject to such registration statementthe limitations imposed by this Agreement.