Common use of Company's Indemnification Clause in Contracts

Company's Indemnification. The Company will indemnify and hold harmless each Stockholder against any losses, claims, expenses, damages or liabilities (including reasonable attorneys' fees), joint or several, to which such Stockholder becomes subject under the Act, insofar as such losses, claims, expenses, 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 Registerable Securities were registered under the Act pursuant to Section 1 hereof, any prospectus contained therein which is utilized, 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 (subject to Section 2(c)) will reimburse such Stockholder for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, expense, damage, liability or action; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished to the Company by any Stockholder.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Heico Corp), Registration Rights Agreement (Heico Corp)

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Company's Indemnification. The Company will hereby agrees to indemnify and hold harmless each Stockholder Selling Shareholder, its officers and directors, and each other person, if any, who controls the Selling Shareholders within the meaning of the Act, against any losses, claims, expenses, damages or liabilities (including reasonable attorneys' fees)liabilities, joint or several, to which the Selling Shareholders or any such Stockholder becomes person controlling the Selling Shareholders may become subject under the ActAct or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in the registration statement under which such Registerable Securities were registered under the Act pursuant to Section 1 hereof, any prospectus contained therein which is utilizedRegistration Statement, or in 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 therein not misleading, and (subject to Section 2(c)) will reimburse the Selling Shareholders or such Stockholder person controlling the Selling Shareholders for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, expense, damage, liability or actionproceeding; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Registration Statement, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Stockholderthe Selling Shareholders.

Appears in 2 contracts

Samples: Selling Agreement (Qualmark Corp), Selling Agreement (Qualmark Corp)

Company's Indemnification. The Company will hereby agrees to indemnify ------------------------- and hold harmless each Stockholder Selling Shareholder, its officers and directors, and each other person, if any, who controls the Selling Shareholders within the meaning of the Act, against any losses, claims, expenses, damages or liabilities (including reasonable attorneys' fees)liabilities, joint or several, to which such Stockholder becomes Selling Shareholder or any such person controlling such Selling Shareholder may become subject under the ActAct or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in the registration statement under which such Registerable Securities were registered under the Act pursuant to Section 1 hereof, any prospectus contained therein which is utilizedRegistration Statement, or in 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 therein not misleading, and (subject to Section 2(c)) will reimburse such Stockholder Selling Shareholder or such person controlling such Selling Shareholder for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, expense, damage, liability or actionproceeding; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Registration Statement, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Stockholdersuch Selling Shareholder.

Appears in 1 contract

Samples: Selling Agreement (Coyote Sports Inc)

Company's Indemnification. The Company will hereby agrees to indemnify ------------------------- and hold harmless each Stockholder Selling Shareholder, its officers and directors, and each other person, if any, who controls the Selling Shareholder within the meaning of the Act, against any losses, claims, expenses, damages or liabilities (including reasonable attorneys' fees)liabilities, joint or several, to which the Selling Shareholder or any such Stockholder becomes person controlling the Selling Shareholder may become subject under the ActAct or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in the registration statement under which such Registerable Securities were registered under the Act pursuant to Section 1 hereof, any prospectus contained therein which is utilizedRegistration Statement, or in 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 therein not misleading, and (subject to Section 2(c)) will reimburse the Selling Shareholder or such Stockholder person controlling the Selling Shareholder for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, expense, damage, liability or actionproceeding; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Registration Statement, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Stockholderthe Selling Shareholder.

Appears in 1 contract

Samples: Selling Agreement (Imagematrix Corp)

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Company's Indemnification. The Company will hereby agrees to indemnify and hold harmless each Stockholder Selling Shareholder, its officers and directors, and each other person, if any, who controls the Selling Shareholders within the meaning of the Act, against any losses, claims, expenses, damages or liabilities (including reasonable attorneys' fees)liabilities, joint or several, to which the Selling Shareholders or any such Stockholder becomes person controlling the Selling Shareholders may become subject under the ActAct or otherwise, insofar as such losses, claims, expenses, damages or liabilities (or actions proceedings in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in the registration statement under which such Registerable Securities were registered under the Act pursuant to Section 1 hereof, any prospectus contained therein which is utilizedRegistration Statement, or in 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 therein not misleading, and (subject to Section 2(c)) will reimburse the Selling Shareholders or such Stockholder person controlling the Selling Shareholders for any legal or other expenses reasonably incurred by it in connection with investigating or defending any such loss, claim, expense, damage, liability or actionproceeding; provided, however, that the Company will not be liable in any such case if and to the extent that any such loss, claim, expense, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in such Registration Statement, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Stockholdera Selling Shareholder.

Appears in 1 contract

Samples: Selling Agreement (Colorado Medtech Inc)

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