Common use of Indemnification by the Selling Stockholders Clause in Contracts

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 selling Selling Stockholder and Permitted Transfereeagrees, if anyseverally but not jointly, shall to indemnify and hold harmless Aksys harmless, to the fullest extent permitted by law, the Company, its directors, officers, employees, stockholders and each person who controls the directors Company (within the meaning of the Securities Act), to the same extent and officers of Aksys in the same manner as is set forth in Section 4(a), against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting 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 of a material fact required to be stated therein in the Registration Statement or prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements thereintherein not misleading, in the light of the circumstances under which they were made, not misleading to the extent, but only to the extent, 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 is contained in or omitted from any information so pertaining to such Selling Stockholder and furnished in writing by (as applicable) such selling Selling Stockholder to the Company specifically for inclusion in the Registration Statement or Permitted Transferee to Aksys expressly for use thereinprospectus or amendment or supplement thereto. Notwithstanding the foregoing, in In no event shall the liability of any a Selling Stockholder or Permitted Transferee be greater in amount than the dollar amount of the proceeds (net of payment all expenses paid by such Selling Stockholder in connection with any claim relating to this Section 4 and the amount of expensesany damages such Selling Stockholder has otherwise been required to pay by reason of such untrue statement or omission) received by such person Selling Stockholder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Selling Stockholders. Each selling In connection with any Registration Statement, each Selling Stockholder will furnish to the Company such information and Permitted Transferee, if any, shall affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and agrees to indemnify and hold harmless Aksys 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 the directors and officers Company (within the meaning of Aksys the Securities Act), from and against any and all Losses to which the Company or any such Person may become subject, as incurred, insofar as such Losses arise out of or are based upon or related to any untrue statement (or alleged untrue statement 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 prospectusin, or any omission (or alleged omission to state therein omission) of a material fact required to be stated therein in, the Registration Statement or Prospectus or necessary to make the statements therein, therein (in the case of a Prospectus in light of the circumstances under which they were made, ) not misleading to the extent, but extent (and only to the extent, ) that such Losses resulted solely or primarily from an untrue statement or alleged untrue statement omission occurs in reliance upon any written information or affidavit furnished by such Selling Stockholder to the Company for use in the preparation of a material fact or omission inclusion in such Registration Statement or alleged omission Prospectus in respect of a material fact contained in or omitted from any information so furnished in writing by (as applicable) such selling Selling Stockholder or Permitted Transferee its plan of distribution. No Selling Stockholder shall be required to Aksys expressly for use therein. Notwithstanding provide indemnification or contribution hereunder in excess of an amount equal to the foregoing, in no event shall net proceeds to such Stockholder from 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 disposition of the Registrable Securities giving rise disposed of by such Stockholder pursuant to such indemnification obligationRegistration Statement.