Registration Rights Indemnification. (i) The Company agrees to indemnify and hold harmless the Buyers and their respective affiliates, partners, members, officers, directors, agents and representatives, and each person, if any, who controls a Buyer within the meaning of Section 15 of the Securities Act or Section 20 the 1934 Act (each, a “Purchaser Party” and collectively the “Purchaser Parties”), to the fullest extent permitted by applicable law, from and against any losses, claims, damages or liabilities (collectively, “Losses”) to which they may become subject (under the Securities Act or otherwise) insofar as such Losses (or actions or proceedings in respect thereof) arise out of, or are based upon, any untrue statement or alleged untrue statement of a material fact contained in a Resale Registration Statement or any omission or alleged omission to state therein 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 or arise out of any failure by the Company to fulfill any undertaking included in a Resale Registration Statement and the Company will, as incurred, reimburse the Purchaser Parties for any legal or other expenses reasonably incurred in investigating, defending or preparing to defend any such action, proceeding or claim; provided, however, that the Company shall not be liable in any such case to the extent that such Loss arises out of, or is based upon an untrue statement or omission or alleged untrue statement or omission made in a Resale Registration Statement in reliance upon and in conformity with written information furnished to the Company by or on behalf of the Buyers specifically for use in preparation of a Resale Registration Statement; provided further, however, that the Company shall not be liable to any Purchaser Party (or any partner, member, officer, director or controlling person of a Buyer) to the extent that any such Loss is caused by an untrue statement or omission or alleged untrue statement or omission made in any preliminary prospectus if either (i) (A) the Buyers failed to send or deliver a copy of the final prospectus with or prior to, or the Buyers failed to confirm that a final prospectus was deemed to be delivered prior to (in accordance with Rule 172 of the Securities Act), the delivery of written confirmation of the sale by the Buyers to the person asserting the claim from which such Loss resulted and (B) the final prospectus corrected such un...
Registration Rights Indemnification. 92 18. GENERAL................................................................97 18.1 Press Releases.....................................................97 18.2 Cooperation........................................................98 18.3 Successors and Assigns; Third Party Beneficiaries..................98 18.4
Registration Rights Indemnification. 4.1 “Piggy-Back” Registration.
Registration Rights Indemnification. (a) Indemnification by the Company.
Registration Rights Indemnification. 4.1 Following Closing, the Company shall execute and deliver to Subscriber a registration rights agreement, in customary form and reasonably satisfactory to Subscriber, granting Subscriber customary demand and piggy-back registration rights as given to investors in offerings equivalent to the Offering.
Registration Rights Indemnification. 4.1.1 The Company agrees to indemnify and hold harmless, to the extent permitted by law, each Holder of Registrable Securities, and each of such Holder’s officers, directors, trustees, employees, partners, managers, members, equityholders, beneficiaries, affiliates and agents and each Person, if any, who controls such Holder, within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, against all losses, claims, damages, liabilities and reasonable and documented out-of-pocket expenses (including without limitation outside attorneys’ fees reasonably incurred) to which they may become subject under the Securities Act, the Exchange Act, or other federal or state law arising out of or based on any untrue statement (or alleged untrue statement) of a material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto, or based on any omission (or alleged omission) to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances in which they were made.
Registration Rights Indemnification. (a) To the extent permitted by law, the Company will indemnify BellSouth, each of its officers, directors, partners and agents, any underwriter (as defined in the Securities Act) for BellSouth and each person, if any, who controls BellSouth or such underwriter within the meaning of the Securities Act or the Exchange Act against all "Damages" (as defined in Section 7.5) incurred by such party arising out of or based upon any untrue statement (or alleged untrue statement) of a material fact contained in the Registration Statement, any prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent, but only to the extent, that (1) such untrue statements or omissions are based upon information furnished in writing to the Company by BellSouth or such underwriter or controlling person expressly for use therein or (2) BellSouth or such underwriter or controlling person's failed to deliver a copy of the Registration Statement or prospectus or any amendments or supplements thereto after the Company furnished such person with a sufficient number of copies of the same. The indemnity agreement contained in this Section 6.8(a) shall not apply to amounts paid in settlement of any claim for indemnity hereunder if such settlement is effected without the prior written consent of the Company (which consent shall not be unreasonably withheld).
Registration Rights Indemnification. 10.1 Registration Rights Granted 10.2 Indemnification
Registration Rights Indemnification. 72 18. GENERAL................................................................77
Registration Rights Indemnification. In the event that any Consideration Shares are included in a Registration Statement under this Agreement:
