Common use of Indemnification by Designated Holders Clause in Contracts

Indemnification by Designated Holders. Each Designated Holder agrees severally to indemnify and hold harmless the Company, the other Designated Holders who participate in the Registration Statement, any underwriter retained by the Company and each Person who controls the Company, the other Designated Holders who participate in the Registration Statement or such underwriter (within the meaning of Section 15 of the Securities Act) to the same extent as the foregoing indemnity from the Company to the Designated Holders (including indemnification of their respective partners, directors, officers, members, employees and trustees), but only to the extent that Liabilities arise out of or are based upon a statement or alleged statement or an omission or alleged omission that was made in reliance upon and in conformity with information with respect to such Designated Holder furnished in writing to the Company by such Designated Holder expressly for use in such Registration Statement or prospectus, including, without limitation, the information furnished to the Company pursuant to Section 8(b) and this Section 9(b); provided, however, that the total amount to be indemnified by such Designated Holder pursuant to this Section 9(b) shall be limited to the net proceeds received by such Designated Holder in the offering to which the Registration Statement or prospectus relates.

Appears in 4 contracts

Samples: Registration Rights Agreement (Las Vegas Sands Corp), Registration Rights Agreement (Las Vegas Sands Corp), Registration Rights Agreement (Las Vegas Sands Corp)

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Indemnification by Designated Holders. Each In connection with any Registration Statement in which a Designated Holder is participating pursuant to Section 3, Section 4 or Section 5 hereof, each such Designated Holder shall furnish to the Company in writing such information with respect to such Designated Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and each Designated Holder agrees severally to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, the other Designated Holders who participate in the Registration Statement, any underwriter retained by the Company and their respective directors, officers, employees and each Person who controls the Company, the other Designated Holders who participate in the Registration Statement Company or such underwriter (within the meaning of Section 15 of the Securities Act and the Exchange Act) to the same extent as the foregoing indemnity from the Company to the Designated Holders (including indemnification of their respective partners, directors, officers, members, employees and trustees)Holders, but only with respect to the extent that Liabilities arise out of or are based upon a statement or alleged statement or an omission or alleged omission that was made in reliance upon and in conformity with any such information with respect to such Designated Holder furnished in writing to the Company by such Designated Holder expressly for use in such Registration Statement or prospectustherein; PROVIDED, including, without limitation, the information furnished to the Company pursuant to Section 8(b) and this Section 9(b); provided, howeverHOWEVER, that the total amount to be indemnified by such Designated Holder pursuant to this Section 9(b8(b) shall be limited to the net proceeds received by such Designated Holder in the offering to which the Registration Statement or prospectus relates.

Appears in 2 contracts

Samples: Registration Rights Agreement (Exe Technologies Inc), Registration Rights Agreement (Exe Technologies Inc)

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Indemnification by Designated Holders. Each In connection with any Registration Statement in which a Designated Holder is participating pursuant to Section 3, Section 4 or Section 5 hereof, each such Designated Holder shall furnish to the Company in writing such information with respect to such Designated Holder as the Company may reasonably request or as may be required by law for use in connection with any such Registration Statement or prospectus and each Designated Holder agrees severally to indemnify and hold harmless harmless, to the fullest extent permitted by law, the Company, the other Designated Holders who participate in the Registration Statement, any underwriter retained by the Company and their respective directors, officers, employees and each Person who controls the Company, the other Designated Holders who participate in the Registration Statement Company or such underwriter (within the meaning of Section 15 of the Securities Act and the Exchange Act) to the same extent as the foregoing indemnity from the Company to the Designated Holders (including indemnification of their respective partners, directors, officers, members, employees and trustees)Holders, but only with respect to the extent that Liabilities arise out of or are based upon a statement or alleged statement or an omission or alleged omission that was made in reliance upon and in conformity with any such information with respect to such Designated Holder furnished in writing to the Company by such Designated Holder expressly for use in such Registration Statement or prospectus, including, without limitation, the information furnished to the Company pursuant to Section 8(b) and this Section 9(b)therein; provided, however, that the total amount to be indemnified by such Designated Holder pursuant to this Section 9(b) shall be limited to the net proceeds received by such Designated Holder in the offering to which the Registration Statement or prospectus relatesrelates unless the obligations of such Designated Holder hereunder arise out of or are based upon willful misconduct of such Designated Holder.

Appears in 1 contract

Samples: Investor Rights Agreement (Tickets Com Inc)

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