Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment 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, in light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.
(b) In connection with any registration statement in which a Selling Shareholder is participating, without limitation as to time, each such Selling Shareholder shall...
Registration Indemnification. In connection with the filing of any such registration statement, Heritage shall indemnify and hold harmless Acquiror or its transferee against any losses, claims, damages or liabilities, joint or several, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall reimburse Acquiror or its transferee for any legal or other expense reasonably incurred by Acquiror or its transferee in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of Acquiror or its transferee specifically for use in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or action.
Registration Indemnification. (a) Parent agrees to indemnify and hold harmless, to the fullest extent permitted by Applicable Law, each Holder and its Affiliates and their respective current and former officers, directors, employees, accountants, attorneys and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Holder or such other indemnified Person and the current and former officers, directors, employees, accountants, attorneys and agents of each such controlling Person (collectively, the “Parent Indemnified Parties”) from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable and documented attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement and other liabilities, joint or several (or actions in respect thereof) (collectively, the “Losses”), as incurred, arising out of or resulting from any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus filed pursuant to this Agreement or any amendment 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, in light of the circumstances under which they were made, not misleading and (without limitation of the preceding portions of this Section 4.8(a)) will reimburse each Parent Indemnified Party for any reasonable and documented legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except in each case insofar as the same are caused by any information furnished to Parent by any other party expressly for use therein.
(b) To the fullest extent permitted by Applicable Law, each Holder will, if Registrable Securities held by such Holder are included in securities as to which registration is being effected, indemnify and hold harmless Parent and its Affiliates and their respective current and former officers, directors, employees, accountants, attorneys and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) Parent or such other indemnified Person and the current and former officers, directors, employees, accountants, attorneys and agents of each such contr...
Registration Indemnification. 13 4.1. Indemnification by the Company.................................... 13 4.2. Indemnification by Holders of Registrable Securities.............. 13 4.3. Procedure......................................................... 14 4.4. Entry of Judgment; Settlement..................................... 14 4.5. Contribution...................................................... 14 4.6.
Registration Indemnification. (A) Licensee agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, Licensor and its affiliates and their respective employees, officers, managers, directors, agents, fiduciaries, stockholders, members, direct and indirect equityholders, consultants, representatives, and partners, and any successors and assigns thereof, from and against all losses, as incurred, arising out of, caused by, resulting from, or relating to (a) any untrue statement (or alleged untrue statement) of a material fact contained in the Shelf Registration Statement, prospectus, or preliminary prospectus or any amendment 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, in light of the circumstances under which they were made, not misleading, (b) any violation or alleged violation by Licensee of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to Licensee and relating to action or inaction required of Licensee in connection with any such registration or compliance, and (c) any [*] Claims (as defined below), and in each case will reimburse each such indemnified person for any reasonable legal and other expenses incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, except with respect to clause (a), insofar as the same are caused by any information furnished in writing to Licensee by any such indemnified person expressly for use therein. [*] Claims” shall mean only a specific claim in which [*].
(B) Licensor agrees, without limitation as to time, to indemnify Licensee, its directors, officers, agents, fiduciaries, stockholders, members, direct and indirect equityholders, consultants, representatives, and employees from and against all losses, as incurred, arising out of, caused by, resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction), or relating to any untrue statement by Licensor of material fact contained in the registration statement, prospectus, or preliminary prospectus or any amendment or supplement thereto or any omission by Licensor of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and will reim...
Registration Indemnification. (a) PICK hereby agrees that as soon as practical, but no later than October 27, 1999, it will file a registration statement ("Registration Statement") with the Securities and Exchange Commission covering the Common Stock that may be issued pursuant to this Agreement. PICK hereby agrees to use its best efforts to cause the Registration Statement to become effective as soon as practical after its filing.
(b) In connection with the Registration Statement, the Company will indemnify IDT as set forth in Exhibit B attached hereto and incorporated herein by reference.
Registration Indemnification. (a) The Company agrees that as soon as practicable following the First Tranche Closing and in any event within 90 calendar days following the First Tranche Closing Date, the Company will submit or file with the SEC a registration statement for a shelf registration on Form S-3 (or Form S-1 if Form S-3 is not available to the Company at such time), covering the resale of (i) the shares of Series A Preferred Stock (x) issued and sold under the First Tranche and (y) that may be issued and sold under the Second Tranche and (ii) the shares of Common Stock underlying the Series A Preferred Stock (the “Underlying Shares”) (x) issued and sold under the First Tranche and (y) that may be issued and sold under the Second Tranche (collectively, the “Registrable Securities”) and the Company shall use its commercially reasonable efforts to have the registration statement declared effective as soon as practicable after the filing thereof.
(b) The Company’s obligations to include either tranche of Registrable Securities in a registration statement are contingent upon the Purchasers furnishing in writing to the Company such information regarding the Purchasers, the securities of the Company held by the Purchasers and the intended method of disposition of the Registrable Securities (which shall be limited to non-underwritten public offerings) as shall be reasonably necessary and requested by the Company to effect the registration of the Registrable Securities, and the Purchasers shall execute such documents in connection with such registration as the Company may reasonably request that are customary of a selling stockholder in similar situations, including providing that the Company shall be entitled to postpone and suspend the effectiveness or use of the registration statement, if applicable, during any customary blackout or similar period or as permitted hereunder.
Registration Indemnification. (a) The Company shall indemnify and hold harmless the undersigned from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement covering the Shares filed by the Company under the Securities Act, any post-effective amendment to such registration statement, or any prospectus included therein required to be filed or furnished by reason of Section VII of this Subscription Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except, insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the undersigned expressly for use therein, which indemnification shall include each person, if any, who controls the undersigned within the
Registration Indemnification. 23 11.6 Information to be Furnished by Registered Holders.................................................25 11.7 Rule 144 Sales....................................................................................25 11.8 Survival of Registration Rights...................................................................25 Article XII
Registration Indemnification. 35 Section 5.06. Facilitation of Sales Pursuant to Rule 144. 38 ARTICLE 6 Miscellaneous 38 Section 6.01. Survival of Representations and Warranties. 38
