Common use of Stockholder Indemnity Clause in Contracts

Stockholder Indemnity. To the extent permitted by law, in connection with any Registration Statement filed pursuant hereto, each Stockholder will jointly indemnify and hold harmless the Company, its partners, officers, directors, agents, any underwriter (as defined in the Securities Act) for the Company and each Person, if any, who controls (as defined in the Securities Act) the Company or underwriter against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under laws which are applicable in connection with any registration, qualification, or compliance, of the Company’s securities insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any Violation to the extent that such Violation occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Stockholder, and such Stockholder will reimburse each of the Company, its partners, officers, directors, agents, underwriters or controlling Persons for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of such Stockholder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further, however, that no Stockholder shall be required to indemnify the Company or any other indemnified party under this Section 2.5(b) with respect to any amount in excess of the amount of the total net proceeds received by such Stockholder from sales of the Registrable Securities under such Registration Statement.

Stockholder Indemnity. To (a) Except as provided in Section --------------------- 10.01(b), the extent permitted by lawStockholders shall jointly and severally indemnify, in connection with any Registration Statement filed pursuant hereto, each Stockholder will jointly indemnify defend and hold harmless the Company, on an after-tax basis Central and Merger Sub and their successors and assigns and its partners, and their respective officers, directors, agentsshareholders, employees, agents and representatives (the "Central Indemnified Parties") against, and in respect of, any underwriter and all damages, claims, losses, liabilities and expenses, including, without limitation, reasonable legal, accounting and other expenses, which may arise out of: (as defined i) any breach or violation of any covenant in the Securities Act) for the Company and each Person, if any, who controls (as defined in the Securities Act) this Agreement by the Company or underwriter against the Stockholders or (ii) any lossesbreach of any of the representations, warranties or covenants made in this Agreement by the Company or the Stockholders, except for representations, warranties and covenants contained in Article II and Section 4.01(h) (collectively, "Direct Losses"). (b) Each of the Stockholders shall individually indemnify, defend and hold harmless, on an after-tax basis, the Central Indemnified Parties against, and in respect of, any and all damages, claims, damageslosses liabilities and expenses, or liabilities (joint or several) to including, without limitation, reasonably legal, accounting and other expenses, which they may become subject under laws which are applicable in connection with arise out of any registration, qualification, or compliance, breach by such individual Stockholder of any of the Company’s securities insofar as such lossesrepresentations, warranties and covenants contained in Article II and Section 4.01 ("Article II Losses") (the Article II Losses together with the damages, claims, damageslosses, or liabilities and expenses referred to in paragraph (or actions in respect thereofa) arise out of or are based upon any Violation above, "Central Losses"). (c) The Central Indemnified Parties shall be entitled to indemnification pursuant to this Section 10.01 only to the extent that such Violation occurs in reliance upon and in conformity the aggregate of all Central Losses incurred by the Central Indemnified Parties exceeds $2,500,000 (plus, any reserves for particular items established on the Company's balance sheet consistent with written information furnished expressly for use in connection with such registration by such Stockholderpast practice). (d) The Stockholders may satisfy, and such Stockholder will reimburse each pay or otherwise discharge up to 45% of their indemnification obligation pursuant to this Section 10.01 through the delivery of the Company, its partners, officers, directors, agents, underwriters or controlling Persons shares of Central Common Stock acquired by them in the Merger (the value of Central Common Stock for any legal or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any purposes of satisfying such loss, claim, damage, liability or action; provided, however, that obligation would be deemed to equal the indemnity agreement contained in this Section 2.5(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without average during the consent twenty trading days immediately preceding the last business day before the satisfaction of such Stockholder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further, however, that no Stockholder shall be required to indemnify the Company or any other indemnified party under this Section 2.5(b) with respect to any amount in excess obligation of the amount average daily high and low prices per share of the total net proceeds received by such Stockholder from sales of the Registrable Securities under such Registration StatementCentral Common Stock).

Stockholder Indemnity. To Each Stockholder severally (and solely as to itself) agrees to indemnify and hold harmless, to the fullest extent permitted by law, in connection with any Registration Statement filed pursuant hereto, each Stockholder will jointly indemnify and hold harmless the Company, each of its partners, Affiliates and each of their respective officers, directors, agentsmanagers, agents and employees, and each Person who controls any underwriter of the Company and any of its Affiliates (as defined in within the meaning of the Securities Act) for ), and all successors and assigns of any of the Company foregoing, and each Person, if any, who controls (as defined in the Securities Act) the Company or any underwriter against any all losses, claims, damages, or liabilities (joint or several) to which they may become subject under laws which are applicable in connection with any registration, qualificationand expenses caused by, or compliance, of the Company’s securities insofar as such losses, claims, damages, relating to any action or liabilities (or actions in respect thereof) arise proceeding arising out of or based upon, any untrue or alleged untrue statement of a material fact contained in or any omission of a material fact from any registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any application executed by or on behalf of the Company filed in any jurisdiction in order to qualify any securities covered by such registration statement under the “blue sky” or securities laws thereof, or any alleged omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances in which they are based upon any Violation made, not materially misleading, in each case solely to the extent that such Violation occurs untrue statement or omission was made in such registration statement, prospectus, preliminary prospectus or such amendment or supplement thereto or any such application in reliance upon and in conformity with written information furnished by such Stockholder expressly for use in connection with such registration by statement, prospectus, preliminary prospectus or such Stockholder, and such Stockholder will reimburse each of the Company, its partners, officers, directors, agents, underwriters amendment or controlling Persons for any legal supplement thereto or other expenses reasonably incurred by them, as incurred, in connection with investigating or defending any such loss, claim, damage, liability or actionapplication; provided, however, that the indemnity agreement contained in this Section 2.5(b6.3(ix) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action expense if such settlement is effected without the consent of such Stockholder (which consent shall not be unreasonably withheld, conditioned or delayed); and provided further, however, that no Stockholder shall be required to indemnify the Company or any other indemnified party under this Section 2.5(b) with respect to any amount in excess of the amount of the total net proceeds received by such Stockholder from sales of the Registrable Securities under such Registration Statement.