Common use of Indemnification by the Shareholders and Underwriters Clause in Contracts

Indemnification by the Shareholders and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Article IX, that the Company shall have received an undertaking reasonably satisfactory to it from the Shareholders of such Registrable Securities and any underwriter, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.6) the Company and its Representatives and all other prospective sellers and their respective Representatives, and their respective controlling persons with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives through an instrument duly executed by or on behalf of such Shareholder or underwriter, as the case may be, specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Shareholders, underwriters or any of their respective Representatives or controlling persons and shall survive the transfer of such securities by such Shareholder; PROVIDED that no such Shareholder shall be liable under this Section 9.7 for any amounts exceeding the product of the purchase price per Registrable Security and the number of Registrable Securities being sold pursuant to such registration statement or prospectus by such Shareholder (net of any underwriters' or placement agents' fees, discounts or commissions related thereto).

Indemnification by the Shareholders and Underwriters. The Company may require, as a condition to including any Registrable Securities Shares in any registration statement filed in accordance with Article IXSections 2 or 4 hereof, that the Company shall have received an undertaking reasonably satisfactory to it from the Shareholders of such Registrable Securities Shares or any underwriter to, severally and any underwriternot jointly, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.69(a) hereof) the Company and its Representatives and all other prospective sellers and their respective Representatives, and their respective controlling persons with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement theretosupplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information with respect to such Shareholder or such underwriter furnished to the Company or its representatives through an instrument duly executed by or on behalf of such Shareholder or underwriter, as the case may be, such underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement theretosupplement, or a document incorporated by reference into any of the foregoing; PROVIDED that no such Shareholder shall be liable for any indemnity claims in excess of the amount of net proceeds received by such Shareholder from the sale of Registrable Shares. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Shareholders, underwriters or any of their respective Representatives affiliates, directors, officers or controlling persons Persons, and shall survive the transfer of such securities by such Shareholder; PROVIDED that no such Shareholder shall be liable under this Section 9.7 for any amounts exceeding the product of the purchase price per Registrable Security and the number of Registrable Securities being sold pursuant to such registration statement or prospectus by such Shareholder (net of any underwriters' or placement agents' fees, discounts or commissions related thereto).

Indemnification by the Shareholders and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Article IX, that the Company shall have received an undertaking reasonably satisfactory to it from the Shareholders of such Registrable Securities and any underwriter, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.6) the Company and its Representatives and all other prospective sellers and their respective Representatives, and their respective controlling persons with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives through an instrument duly executed by or on behalf of such Shareholder or underwriter, as the case may be, specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Shareholders, underwriters or any of their respective Representatives or controlling persons and shall survive the transfer of such securities by such Shareholder; PROVIDED provided that no such Shareholder shall be liable under this Section 9.7 for any amounts exceeding the product of the purchase price per Registrable Security and the number of Registrable Securities being sold pursuant to such registration statement or prospectus by such Shareholder (net of any underwriters' or placement agents' fees, discounts or commissions related theretothereto and net, in the case of the members of the Windward Group, of the purchase price paid by such member pursuant to the Merger Agreement).

Indemnification by the Shareholders and Underwriters. The Company may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Article IX, that the Company shall have received an undertaking reasonably satisfactory to it from the Shareholders of such Registrable Securities and any underwriter, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 9.6) the Company and its Representatives and all other prospective sellers and their respective Representatives, and their respective controlling persons with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary, final or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company or its representatives through an instrument duly executed by or on behalf of such Shareholder or underwriter, as the case may be, specifically stating that it is for use in the preparation of such registration statement, preliminary, final or summary prospectus or amendment or supplement thereto, or a document incorporated by reference into any of the foregoing. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any of the Shareholders, underwriters or any of their respective Representatives or controlling persons and shall survive the transfer of such securities by such Shareholder; PROVIDED provided that no such Shareholder shall be liable under this Section 9.7 for any amounts exceeding the product of the purchase price per Registrable Security and the number of Registrable Securities being sold pursuant to such registration statement or prospectus by such Shareholder (net of any underwriters' or placement agents' fees, discounts or commissions related theretothereto and net, in the case of the members of the Windward Group, of the purchase price paid by such member pursuant to the Recapitalization Agreement).