Limitation on the Indemnification Obligation. (a) No party required to provide indemnification under this Section 4 (the "Indemnifying Party") shall be liable, and shall have any indemnification obligation hereunder, for any amounts paid in settlement by any party entitled to indemnification hereunder (the "Indemnified Party") of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld). (b) The Company shall not be liable under Section 4.1 hereof for any such claim, loss, damage, liability or expense to the extent it arises out of or is based on any untrue statement or omission, made in reliance on and in conformity with written information furnished to the Company by an instrument duly executed by Stockholders, underwriter or controlling person and stated to be specifically for use therein.
Appears in 3 contracts
Samples: Common Stock Purchase Agreement (Media Sciences International Inc), Registration Rights Agreement (Compuprint Inc), Registration Rights Agreement (Compuprint Inc)
Limitation on the Indemnification Obligation. (a) No party required to provide indemnification under this Section 4 (the "“Indemnifying Party"”) shall be liable, and shall have any indemnification obligation hereunder, for any amounts paid in settlement by any party entitled to indemnification hereunder (the "“Indemnified Party"”) of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld).
(b) The Company shall not be liable under Section 4.1 hereof for any such claim, loss, damage, liability or expense to the extent it arises out of or is based on any untrue statement or omission, made in reliance on and in conformity with written information furnished to the Company by an instrument duly executed by Stockholdersany Stockholder, underwriter or controlling person and stated to be specifically for use therein.
Appears in 3 contracts
Samples: Registration Rights Agreement (Argan Inc), Merger Agreement (Cyberguard Corp), Registration Rights Agreement (Argan Inc)
Limitation on the Indemnification Obligation. (a) No party required to provide indemnification under this Section 4 (the "Indemnifying Party") shall be liable, and shall have any indemnification obligation hereunder, for any amounts paid in settlement by any party entitled to indemnification hereunder (the "Indemnified Party") of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld).
(b) The Company shall not be liable under Section 4.1 hereof for any such claim, loss, damage, liability or expense to the extent it arises out of or is based on any untrue statement or omission, made in reliance on and in conformity with written information furnished to the Company by an instrument duly executed by StockholdersStockholder, underwriter or controlling person and stated to be specifically for use therein.
Appears in 2 contracts
Samples: Registration Rights Agreement (Media Sciences International Inc), Registration Rights Agreement (Media Sciences International Inc)
Limitation on the Indemnification Obligation. (a) No party required to provide indemnification under this Section 4 (the "“Indemnifying Party"”) shall be liable, and shall have any indemnification obligation hereunder, for any amounts paid in settlement by any party entitled to indemnification hereunder (the "“Indemnified Party"”) of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld).
(b) The Company shall not be liable under Section 4.1 hereof for any such claim, loss, damage, liability or expense to the extent it arises out of or is based on any untrue statement or omission, made in reliance on and in conformity with written information furnished to the Company by an instrument duly executed by Stockholdersany Stockholder, underwriter or controlling person and stated to be specifically for use therein.
(c) Except in the case of fraud or willful misconduct, in no event shall any indemnity of a Stockholder pursuant to Section 4.2 exceed the net proceeds of the offering received by such Holder.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Cyberguard Corp)
Limitation on the Indemnification Obligation. (a) No party required to provide indemnification under this Section 4 3 (the "Indemnifying Party") shall be liable, and shall have any indemnification obligation hereunder, for any amounts paid in settlement by any party entitled to indemnification hereunder (the "Indemnified Party") of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld).
(b) The Company shall not be liable under Section 4.1 3.1 hereof for any such claim, loss, damage, liability or expense to the extent it arises out of or is based on any untrue statement or omission or alleged omission, made in reliance on and in conformity with written information furnished to the Company by an instrument duly executed by Stockholders, underwriter or controlling person Holder and stated to be specifically for use therein.
Appears in 1 contract
Samples: Registration Rights Agreement (Psychiatric Solutions Inc)
Limitation on the Indemnification Obligation. (a) No party required to provide indemnification under this Section 4 3 (the "“Indemnifying Party"”) shall be liable, and shall have any indemnification obligation hereunder, for any amounts paid in settlement by any party entitled to indemnification hereunder (the "“Indemnified Party"”) of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Indemnifying Party (which consent shall not be unreasonably withheld).
(b) The Company shall not be liable under Section 4.1 3.1 hereof for any such claim, loss, damage, liability or expense to the extent it arises out of or is based on any untrue statement or omission or alleged omission, made in reliance on and in conformity with written information furnished to the Company by an instrument duly executed by Stockholders, underwriter or controlling person Holders and stated to be specifically for use therein.
Appears in 1 contract