By the Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Selling Stockholder will furnish to the Corporation in writing information regarding such Selling Stockholder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Corporation, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) the Corporation or such other Person indemnified under this Section 5.8(b) against all Losses caused by any untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in conformity with and in reliance on information furnished in writing by such Person concerning such Person expressly for use therein; provided, however, that each Selling Stockholder’s obligation to indemnify the Corporation hereunder shall, to the extent more than one Person is subject to the same indemnification obligation, be apportioned between each Person based upon the net amount received by each Person from the sale of Registrable Securities, as compared to the total net amount received by all of the indemnifying Persons pursuant to such registration statement. Notwithstanding the foregoing, no Person shall be liable to the Corporation and the underwriters for aggregate amounts in excess of the lesser of (i) such apportionment and (ii) the net amount received by such holder in the offering giving rise to such liability.
By the Selling Stockholders. In connection with any registration statement in which a Selling Stockholder is participating, each such Selling Stockholder shall furnish to Newco in writing such information with respect to such Selling Stockholder as Newco reasonably requests for use in connection with any such registration statement or prospectus and agrees to indemnify, severally and not jointly, to the extent permitted by law, Newco, the directors and officers of Newco and each person who controls Newco (within the meaning of the Securities Act) against any Losses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Disclosure Documents or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information with respect to such Selling Stockholder so furnished in writing by such Selling Stockholder expressly for use in the registration statement, provided that the liability of such Selling Stockholder pursuant to this Section 6(b) shall not exceed an amount equal to the net proceeds of the sale of Registrable Shares sold pursuant to such registration statement that are received by or for the benefit of such Selling Stockholder. Newco shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution to the same extent as provided above with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. The Selling Stockholders shall reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claim, including, subject to such indemnified party's compliance with the provisions of the last sentence of subsection (c) of this Section 6, any amounts paid in settlement of any litigation, commenced or threatened. Newco and each Selling Stockholder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Selling Stockholder to the contrary, for all purposes of this Agreement the only information furnished or to be furnished to Newco for use in any such registration statement, preliminary, final or s...
By the Selling Stockholders. Each of the Selling Stockholders represents and warrants to the Company that (a) it is the owner of 11,547,008 shares of Common Stock (in the case of Instrument Partners) and 10,161,657 shares of Common Stock (in the case of MBO-IV), (b) the Shares to be sold hereunder by it are owned, and will at the Closing be conveyed to the Company, by such Selling Stockholder free and clear of any liens, charges or encumbrances and (c) upon delivery of its Shares, and payment therefor pursuant hereto, good and valid title to its Shares will pass to the Company (assuming that the Company is without notice of any adverse claim, as defined in the Uniform Commercial Code as adopted in the State of New York (the "Code") and is otherwise a bona fide purchaser for the purposes of the Code).
By the Selling Stockholders. Upon the terms and subject to the conditions set forth herein, the Selling Stockholders agree, severally and not jointly, to sell, and each Underwriter agrees to purchase, severally and not jointly, at the Closing, an aggregate of 628,571 Common Shares (the "Selling Stockholder Shares") as described in Schedule II.
By the Selling Stockholders. Subject to Sections 8.5 and 9.10 hereof, each Selling Stockholder, severally but not jointly, shall indemnify, defend, and hold Parent harmless from and against any and all losses, costs, liabilities, damages, and expenses (including reasonable legal and other expenses incident thereto) of every kind, nature, and description (collectively, "Losses") that result from or arise out of (i) the breach of any representation or warranty of the Company and of the Selling Stockholders set forth in this Agreement or in any certificate or other document delivered on behalf of the Company or the Selling Stockholders to Parent pursuant hereto; or (ii) the breach of any of the covenants of the Company or the Selling Stockholders contained in or arising out of this Agreement or the transactions contemplated hereby.
By the Selling Stockholders. Each Selling Stockholder represents and warrants to the Company that it owns the Purchase Shares to be sold hereunder by such Selling Stockholder to the Company, beneficially and of record, free and clear of any liens, charges or encumbrances and that upon delivery of its Purchase Shares, and payment therefore pursuant hereto, good and valid title to its Purchase Shares will pass to the Company (assuming that the Company is without notice of any adverse claim, as defined in the Uniform Commercial Code as adopted in the State of New York (the "Code") and is otherwise a bona fide purchaser for the purposes of the Code).
By the Selling Stockholders. (i) Each of the Selling Stockholders, severally and not jointly, represents and warrants to, and agrees with, the Placement Agent as of the date hereof, the name and number of Selling Stockholders' Shares set forth in the Registration Statement under the caption "SELLING STOCKHOLDERS" is accurate, and such Selling Stockholder has and will have, at the Effective Date, good and marketable title to the Selling Stockholders' Shares to be sold by such Selling Stockholder, free and clear of any pledge, lien, security interest, encumbrance, claim or equity, created by or arising through the Selling Stockholder; such Selling Stockholder has full right, power and authority to sell, his, her or its Selling Stockholders' Shares.
