Common use of By Sellers Clause in Contracts

By Sellers. In connection with a registration of Restricted Stock under the Securities Act pursuant to Section 4 or 5, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless, to the extent permitted by law, the Company and each person who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities Act or otherwise, 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 the registration statement under which such Restricted Stock was registered, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse the Company and each such officer, director and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made or omitted in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by or on behalf of such seller for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offering, and the seller sells its Restricted Stock through the underwriter(s) thereof, the seller (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning of the Securities Act, to the same extent as provided above with respect to the indemnification of the Company or to such other extent as provided in Section 8(e).

By Sellers. In connection with a registration the case of Restricted Stock under the Securities Act pursuant to Section 4 or 5each such registration, each seller of such Restricted Stock thereunder, severally and not jointly, will Seller shall indemnify and hold harmlessharmless VLT, to the extent permitted by laweach of its directors, the Company each of its officers who have signed such registration statement, any underwriter and each person other person, if any, who controls the Company VLT or underwriter within the meaning of the Securities 1933 Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all any losses, claims, damages or liabilities, joint or several, to which the Company VLT or any such officer or director director, officer, underwriter or controlling person may become subject under the Securities 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any material fact contained in the such registration statement under which such Restricted Stock was registered, any preliminary prospectus or final or summary prospectus contained therein, or any amendment or supplement thereofthereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements made therein not misleading, and will reimburse the Company and VLT, each such director, officer, director underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim, excluding any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected without the prior written consent of the Seller; but in all such cases only if, and to the extent that, any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission therein made or omitted in reliance upon and in conformity with written information pertaining furnished to such seller, as such, furnished in writing to VLT by the Company by Seller or on behalf of such seller its affiliates specifically for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offering, and the seller sells its Restricted Stock through the underwriter(s) thereof, the seller (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning of the Securities Act, to the same extent as provided above with respect to the indemnification of the Company or to such other extent as provided in Section 8(e)preparation thereon.

By Sellers. In connection with a registration of Restricted Stock under the Securities Act pursuant Sellers agree to Section 4 or 5, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless, to the extent permitted by law, the Company harmless Acquiror (and each person person, if any, who controls the Company Acquiror within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the registration statement, and each director of the Company, Acquiror) from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are ), based upon or arising out of, (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement under which such Restricted Stock was registered, any preliminary prospectus or final prospectus contained therein, Registration Statement or any amendment or supplement thereof, or arise out omission of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement not misleading, and will reimburse the Company and each misleading if such officer, director and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made or omitted in reliance upon and in conformity with written information pertaining furnished to such seller, as such, furnished in writing to the Company Acquiror by or on behalf of such seller Sellers specifically for use in such registration statementpreparation of the Registration Statement, prospectus(ii) any violation or alleged violation of the Securities Act or Exchange Act, amendment or supplement; PROVIDED FURTHERany other law or regulation, relating to any swap, hedge or other agreement or arrangement that transfers in whole or in part, the liability economic risk of each seller hereunder shall be limited to ownership in the proportion Acquisition Shares, or any short selling of any such lossAcquisition Shares, claimcommon stock of Acquiror or securities convertible into or exercisable or exchangeable for Acquiror’s common stock, damageconsummated by, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all on behalf of, Sellers, including, without limitation, any state securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offeringor blue sky law, and the seller sells its Restricted Stock through the underwriter(s(iii) thereof, the seller (upon request any violation or alleged violation by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning Sellers of the Securities Act, or any other law or regulation relating to the same extent as provided above offer or sale of the Acquisition Shares, including, without limitation, any state securities or blue sky law, with respect to information provided by Sellers for disclosure in the indemnification of Registration Statement in their capacity as selling stockholders; provided, however, that Sellers shall not be liable in any such case for (A) any untrue statement or omission in the Company Registration Statement, prospectus, or other such document which statement is corrected by Sellers and delivered to Acquiror prior to the sale from which such other extent as provided loss occurred, or (B) any untrue statement or omission in Section 8(e)any prospectus which is corrected by Sellers in any subsequent prospectus, or supplement or amendment thereto, and delivered to Acquiror prior to the sale or sales from which a loss or liability arose.