Common use of Information from the Holders Clause in Contracts

Information from the Holders. In connection with any Registration Statement in which a Holder is participating, each such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and shall indemnify, to the fullest extent permitted by law, the Company, its officers, directors, Affiliates and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders, and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Western Refining, Inc.), Registration Rights Agreement (Western Refining, Inc.), Registration Rights Agreement (Western Refining, Inc.)

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Information from the Holders. In connection with any Registration Statement registration statement in which a Holder holder of Registrable Securities is participatingparticipating pursuant to this Agreement, each such Holder holder shall furnish to the Company in writing information regarding such information holder, the Registrable Securities and affidavits as the Company reasonably requests intended distribution thereof for use in connection with any such Registration Statement registration statement or Prospectus and as shall indemnifybe reasonably required in connection with any Registration, qualification or compliance required in connection with this Agreement and, to the fullest extent permitted by law, shall indemnify the Company, its officers, directors, Affiliates directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against all any losses, claims, damages, liabilities and expenses arising out of or based upon resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statementregistration statement, Prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made such untrue statement or omission is contained in reliance and in conformity with any information relating to such Holder or affidavit furnished in writing by the holder specifically stating that it has been provided for inclusion in the registration statement and not corrected in a subsequent writing prior to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy sale of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sameRegistrable Securities; provided, however, that the obligation to indemnify shall be several, not joint individual to each holder and several, among such Holders, and the liability of each such Holder shall be in proportion to and limited to the net amount of proceeds received by such Holder the holder from the sale of Registrable Securities pursuant to such Registration Statementthe registration statement.

Appears in 3 contracts

Samples: Registration Rights Agreement (Huron Consulting Group Inc.), Registration Rights Agreement (Huron Consulting Group Inc.), Registration Rights Agreement (Huron Consulting Group Inc.)

Information from the Holders. In connection with (a) Each Holder whose securities are included in any Registration Statement in which a Holder is participating, each such Holder pursuant to this Agreement shall furnish to the Company in writing such information regarding such Holder and affidavits its plan and method of distribution of such securities as the Company may reasonably requests for use request in writing and as shall be required in connection with such registration or the registration or qualification of such securities under any applicable state securities or blue sky law. The Company may refuse to proceed with the registration of such Holder’s securities if such Holder unreasonably fails to furnish such information within a reasonable time after receiving such request. (b) Each participating Holder will as expeditiously as possible (i) notify the Company that a statement made in a Registration Statement or Prospectus and shall indemnify, regarding such participating Holder based on information furnished to the fullest extent permitted by law, the Company, its officers, directors, Affiliates and each Person who controls Company pursuant to Section 7.5.2(a) is or has become untrue in any material respect or that a change to a statement made in a Registration Statement or Prospectus based on information furnished to the Company pursuant to Section 7.5.2(a) must be made so that (within A) in the meaning case of the Securities Act) against all lossesa Registration Statement, claims, damages, liabilities and expenses arising out of or based upon it will not contain any untrue or alleged untrue statement of a material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or omit any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading; and (B) in the case of a Prospectus, but only it will not contain any untrue statement of a material fact or omit any material fact required to be stated therein or necessary to make the extent that statements not misleading in light of the same are made in reliance circumstances under which they were made; and in conformity with information relating to such Holder furnished in writing to (ii) provide the Company by with such Holder expressly for use therein or caused by information as may be required to enable the Company to prepare a post-effective amendment to any such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders, and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Securities pursuant supplement to such Registration StatementProspectus.

Appears in 1 contract

Samples: Stockholders' Agreement (Tropicana Las Vegas Hotel & Casino, Inc.)

Information from the Holders. In connection with any Registration Statement registration statement in which a Holder is participating, each such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement registration statement or Prospectus and and, shall indemnify, to the fullest extent permitted by law, the Company, its officers, directorsdirectors Affiliates, Affiliates and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statementregistration statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy of the Registration Statement registration statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders, Holders and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Securities pursuant to such Registration Statementregistration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (CF Industries Holdings, Inc.)

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Information from the Holders. In connection with any Registration Statement registration statement in which a Holder is participating, each such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement registration statement or Prospectus and and, shall indemnify, to the fullest extent permitted by law, the Company, its officers, directorsdirectors Affiliates, Affiliates and each Person who controls the Company (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses arising out of or based upon any untrue or alleged untrue statement of material fact contained in the Registration Statementregistration statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that the same are made in reliance and in conformity with information relating to such Holder furnished in writing to the Company by such Holder expressly for use therein or caused by such Holder’s 's failure to deliver to such Holder’s 's immediate purchaser a copy of the Registration Statement registration statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the same; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders, Holders and the liability of each such Holder shall be in proportion to and limited to the net amount received by such Holder from the sale of Registrable Securities pursuant to such Registration Statementregistration statement.

Appears in 1 contract

Samples: Registration Rights Agreement (CF Industries Holdings, Inc.)

Information from the Holders. In connection with any Registration Statement in which a Holder is participatingthe registration statement pursuant to this Article V, each such Holder shall furnish to the Company in writing information regarding such information Holder, the Secondary Shares and affidavits as the Company reasonably requests intended distribution thereof for use in connection with such registration statement or prospectus and as shall be reasonably required in connection with any such Registration Statement registration, qualification or Prospectus and shall indemnifycompliance required in connection with this Article V and, to the fullest extent permitted by law, shall indemnify the Company, its officers, directors, Affiliates directors and officers and each Person person who controls the Company (within the meaning of the Securities Act) against all any losses, claims, damages, liabilities and expenses arising out of or based upon resulting from any untrue or alleged untrue statement of material fact contained in the Registration Statementregistration statement, Prospectus prospectus or preliminary Prospectus prospectus or any amendment thereof or supplement thereto made by any such Holder or any omission or alleged omission of a material fact required to be stated therein by such Holder or necessary to make the statements therein not misleading, but only to the extent that the same are made such untrue statement or omission is contained in reliance and in conformity with any information relating to such Holder or affidavit furnished in writing by the Holder specifically for inclusion in the registration statement and not corrected in a subsequent writing prior to the Company by such Holder expressly for use therein or caused by such Holder’s failure to deliver to such Holder’s immediate purchaser a copy sale of the Registration Statement or Prospectus or any amendments or supplements thereto (if the same was required by applicable law to be so delivered) after the Company has furnished such Holder with a sufficient number of copies of the sameSecondary Shares; provided, however, that the obligation to indemnify shall be several, not joint individual to each Holder and several, among such Holders, and the liability of each such Holder shall be in proportion to and limited to the net amount of proceeds received by such the Holder from the sale of Registrable Securities Secondary Shares pursuant to such Registration Statementthe registration statement.

Appears in 1 contract

Samples: Stock Repurchase Agreement (Middleby Corp)

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