Common use of SELLING SHAREHOLDER'S INDEMNIFICATION Clause in Contracts

SELLING SHAREHOLDER'S INDEMNIFICATION. Each Selling Shareholder hereby agrees to indemnify and hold harmless the Company, its officers and directors, and each other person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or such other person controlling the Company may become subject under the Act or otherwise, but only to the extent that such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in the Registration Statement or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, which, in each such case, has been made in or omitted from the Registration Statement, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholders and will reimburse the Company or such person controlling the Company for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or proceeding.

Appears in 2 contracts

Samples: Selling Agreement (Qualmark Corp), Selling Agreement (Qualmark Corp)

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SELLING SHAREHOLDER'S INDEMNIFICATION. Each Selling Shareholder ------------------------------------- hereby agrees to indemnify and hold harmless the Company, its officers and directors, and each other person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or such other person controlling the Company may become subject under the Act or otherwise, but only to the extent that such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in the Registration Statement or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, which, in each such case, has been made in or omitted from the Registration Statement, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholders Shareholder and will reimburse the Company or such person controlling the Company for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or proceeding.

Appears in 1 contract

Samples: Selling Agreement (Imagematrix Corp)

SELLING SHAREHOLDER'S INDEMNIFICATION. Each Selling Shareholder ------------------------------------- hereby agrees to indemnify and hold harmless the Company, its officers and directors, and each other person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or such other person controlling the Company may become subject under the Act or otherwise, but only to the extent that such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in the Registration Statement or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, which, in each such case, has been made in or omitted from the Registration Statement, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Selling Shareholders and will reimburse the Company or such person controlling the Company for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or proceeding.

Appears in 1 contract

Samples: Selling Agreement (Imagematrix Corp)

SELLING SHAREHOLDER'S INDEMNIFICATION. Each Selling Shareholder ------------------------------------- hereby agrees to indemnify and hold harmless the Company, its officers and directors, and each other person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or such other person controlling the Company may become subject under the Act or otherwise, but only to the extent that such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in the Registration Statement or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, which, in each such case, has been made in or omitted from the Registration Statement, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the such Selling Shareholders Shareholder and will reimburse the Company or such person controlling the Company for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or proceeding.

Appears in 1 contract

Samples: Selling Agreement (Coyote Sports Inc)

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SELLING SHAREHOLDER'S INDEMNIFICATION. Each Selling Shareholder hereby agrees to indemnify and hold harmless the Company, its officers and directors, and each other person, if any, who controls the Company within the meaning of the Act, against any losses, claims, damages or liabilities, joint or several, to which the Company or such other person controlling the Company may become subject under the Act or otherwise, but only to the extent that such losses, claims, damages or liabilities (or proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained, on the effective date thereof, in the Registration Statement or in any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact necessary to make the statements therein not misleading, which, in each such case, has been made in or omitted from the Registration Statement, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the such Selling Shareholders Shareholder and will reimburse the Company or such person controlling the Company for any legal or other expenses reasonably incurred in connection with investigating or defending any such loss, claim, damage, liability or proceeding.

Appears in 1 contract

Samples: Selling Agreement (Colorado Medtech Inc)

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