Common use of Indemnification of Shareholder Clause in Contracts

Indemnification of Shareholder. Whenever registration with respect to any shares of Shareholder's common stock is effected under the Securities Act pursuant hereto, Vision 21 will indemnify and hold harmless Shareholder, each underwriter, the directors, officers, employees and agents of each underwriter, and each person, if any, who controls each underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, (including any securities law violations) insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, provided that Vision 21 will not be liable to Shareholder to the extent that such loss, claim, liability, expense or damage is based on an untrue statement or omission made in reliance on and in conformity with information furnished to Vision 21 by Shareholder, or by Shareholder through any attorney-in-fact, expressly for inclusion in the registration statement or any prospectus included in such registration statement.

Appears in 4 contracts

Samples: Managed Care Organization Asset Purchase Agreement (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc), Optical Asset Purchase Agreement (Vision Twenty One Inc)

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Indemnification of Shareholder. Whenever registration with respect to any shares of Shareholder's common stock is effected under the Securities Act pursuant hereto, Vision 21 will indemnify and hold harmless Shareholder, each underwriter, the directors, officers, employees and agents of each underwriter, and each person, if any, who controls each underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, (including any securities law violations) insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, provided that Vision 21 will not be liable to Shareholder to the extent that such loss, claim, liability, expense or damage is based on an untrue statement or omission made in reliance on and in conformity with information furnished to Vision 21 by Shareholder, or by Shareholder through any attorney-in-in- fact, expressly for inclusion in the registration statement or any prospectus included in such registration statement.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc), Agreement and Plan of Reorganization (Vision Twenty One Inc)

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Indemnification of Shareholder. Whenever registration with respect to any shares of Shareholder's common stock is effected under the Securities Act pursuant hereto, Vision 21 will indemnify and hold harmless Shareholder, each underwriter, the directors, officers, employees and agents of each underwriter, and each person, if any, who controls each underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, liabilities, expenses and damages (including any and all investigative, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which they, or any of them, may become subject under the Securities Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, (including any securities law violations) insofar as such losses, claims, liabilities, expenses or damages arise out of or are based on any untrue statement or alleged omission to state in such document a material fact required to be stated in it or necessary to make the statements in it not misleading, provided that Vision 21 will not be liable to Shareholder to the extent that such loss, claim, liability, expense or damage is based on an untrue statement or omission made in reliance on and in conformity with information furnished to Vision 21 by Exhibit 14.1(o) - Page 4 134 Shareholder, or by Shareholder through any attorney-in-fact, expressly for inclusion in the registration statement or any prospectus included in such registration statement.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vision Twenty One Inc)

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