Common use of Indemnification by Selling Stockholders Clause in Contracts

Indemnification by Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder agrees, to the fullest extent permitted by law, to severally but not jointly, indemnify and hold harmless the Company, its Affiliates and their respective officers, directors, employees and agents and each Person, if any, who controls the Company or such other indemnified person (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all Losses caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus or free-writing prospectus (as defined in Rule 405 under the Securities Act) relating to the Registrable Securities (in each case, as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any omission (or alleged omission) to state 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, but only to the extent that such untrue statement or omission or alleged untrue statement or omission is caused by and contained in information so furnished in writing by such Stockholder or on such Stockholder’s behalf expressly for use therein. Notwithstanding the foregoing, no Stockholder shall be liable under this Section 4.02 for any Losses in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder giving rise to such indemnification obligation.

Indemnification by Selling Stockholders. In connection with any registration statement in which a Each selling Stockholder is participating, each such Stockholder agreesagrees to indemnify and hold harmless, to the fullest full extent permitted by law, to severally but not jointly, indemnify and hold harmless the Company, its Affiliates and their respective directors, officers, directors, employees and agents representatives and each Person, if any, Person who controls the Company or such other indemnified person (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any losses, claims, damages or liabilities and all Losses expenses caused by, resulting from or relating to by any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus or free-writing prospectus (as defined in Rule 405 under the Securities Act) relating to the Registrable Securities (in each case, as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), Registration Statement or any omission (or alleged omission) 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, therein not misleading, to the extent, but only to the extent extent, that such untrue statement or omission or alleged untrue statement or omission is caused by and contained in any information or affidavit so furnished by such selling Stockholder to the Company for inclusion in such Registration Statement, prospectus or preliminary prospectus and has not been corrected in a subsequent writing prior to or concurrently with the sale of the securities to the Person asserting such loss, claim, damage, liability or expense. In no event shall the liability of any selling Stockholder hereunder be greater in amount than the dollar amount of the proceeds received by such selling Stockholder upon the sale of the securities giving rise to such indemnification obligation. The Company and the selling Stockholders 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 Stockholder Persons for inclusion in any prospectus or on such Stockholder’s behalf expressly for use therein. Notwithstanding the foregoing, no Stockholder shall be liable under this Section 4.02 for any Losses in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder giving rise to such indemnification obligationRegistration Statement.

Indemnification by Selling Stockholders. In connection with any registration statement in which a Each Selling Stockholder is participating, each such Stockholder agrees, to the fullest extent permitted by law, to severally but not jointly, indemnify shall Indemnify and hold harmless the CompanyPurchaser, each of its Affiliates and their respective officers, directors, employees and agents and each Personof its officers who has signed a Registration Statement, each person, if any, who controls the Company or such other indemnified person (Purchaser within the meaning of either Section 15 of the Securities Act, from and against any claims, liabilities, damages or losses the Purchaser or any such director, officer, or controlling person incurs, under the Securities Act or Section 20 of the Exchange Actotherwise, insofar as such claims, liabilities, damages or losses (or actions in respect thereof) from and against any and all Losses are caused by, resulting from or relating to by any untrue statement (or alleged untrue statement) of a any material fact contained in any registration statement, prospectus, preliminary prospectus (if used prior to the effective date of the Registration Statement) or free-writing prospectus (as defined contained on the effective date thereof, in Rule 405 any Registration Statement under which Registrable Securities were registered under the Securities Act) relating to , the Registrable Securities (in each case, as amended or supplemented if the Company shall have furnished any amendments or supplements thereto)prospectus contained therein, or any amendment or supplement thereto, or arising out of or 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, in light of the circumstances under which they were made, therein not misleading; in each case to the extent, but only to the extent extent, that such untrue statement or omission or alleged untrue statement or omission is caused was made in reliance upon and in conformity with information furnished to the Purchaser by and contained in information so furnished such Selling Stockholder in writing by such Stockholder or on such Stockholder’s behalf expressly for use therein. Notwithstanding inclusion in any of the foregoingforegoing documents, no and such Selling Stockholder shall be liable under this Section 4.02 reimburse the Purchaser and any such officer, director or controlling person for any Losses legal or other expenses reasonably incurred by the Purchaser or any such director, officer or controlling person in excess of the net proceeds realized by connection with investigating or defending any such Stockholder in the sale of Registrable Securities of such Stockholder giving rise to such indemnification obligationclaim, liability, damage, loss or action.

Indemnification by Selling Stockholders. In connection with any registration statement Registration Statement in which a Stockholder is participating, each such Selling Stockholder agreesshall furnish to the Corporation in writing, in addition to any other information required to be provided hereby, such information and affidavits as the Corporation reasonably requests for use in connection with any Registration Statement or prospectus and agrees severally and not jointly to indemnify, to the fullest full extent permitted by law, to severally but not jointly, indemnify and hold harmless the CompanyCorporation, its Affiliates directors and their respective officers, directors, employees and agents and each Person, if any, Person who controls the Company or such other indemnified person Corporation (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any losses, claims, damages, liabilities, and all Losses expenses caused by, resulting from or relating to by any untrue statement (or alleged untrue statement) statement of a material fact contained in any registration statement, prospectus, preliminary prospectus or free-writing prospectus (as defined in Rule 405 under the Securities Act) relating to the Registrable Securities (in each case, as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any omission (or alleged omission) to state omission of a material fact required to be stated therein in any Registration Statement or prospectus or preliminary prospectus or necessary to make the statements thereintherein (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 extent, that such untrue statement or omission or alleged untrue statement or omission is caused by and contained in any information or affidavit so furnished in writing by such holder to the Corporation specifically for inclusion in such Registration Statement or prospectus; PROVIDED, HOWEVER, that under no circumstances shall any Selling Stockholder or on such Stockholder’s behalf expressly for use therein. Notwithstanding the foregoing, no Stockholder shall be liable under this Section 4.02 for or be required to indemnify any Losses underwriter or controlling person thereof or to contribute to the amounts paid by any underwriter or controlling person hereof any amount in excess of the net proceeds realized product of the number of shares, if any, sold by such Selling Stockholder times the price per share paid to him pursuant to such offering, net of all costs and expenses (including underwriting commissions and disbursements) paid or incurred by such Selling Stockholder in connection with the sale of Registrable Securities of such Stockholder giving rise to such indemnification obligationregistration and sale.

Indemnification by Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder Each of the Selling Stockholders agrees, to the fullest extent permitted by law, to severally but and not jointly, to indemnify and hold harmless the Company, its Affiliates and their respective officers, directors, employees and agents each Underwriter and each Personperson, if any, who controls the Company or such other indemnified person (any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange ActAct to the same extent as the indemnity from the Company to each Underwriter set forth in Section 6(a) from and against any and all Losses caused by, resulting from or hereof (but only with respect to information relating to such Selling Stockholder contained in any Preliminary Prospectus or in the Registration Statement or the Prospectus or any amendment or supplement thereto); provided, however, that the indemnification contained in this paragraph (b) with respect to any Preliminary Prospectus shall not inure to the benefit of any Underwriter (or to the benefit of any person controlling such Underwriter) on account of any such loss, claim, damage, liability or expense arising from the sale of the Option Shares by such Underwriter to any person if a copy of the Prospectus shall not have been delivered or sent to such person within the time required by the Act and the regulations thereunder, and the untrue statement (or alleged untrue statement) statement or omission or alleged omission of a material fact contained in any registration statementsuch Preliminary Prospectus was corrected in the Prospectus, prospectus, preliminary prospectus or free-writing prospectus (as defined in Rule 405 under provided that the Securities Act) relating Company has delivered the Prospectus to the Registrable Securities (several Underwriters in requisite quantity on a timely basis to permit such delivery or sending. The foregoing indemnity agreement shall be in addition to any liability which each case, as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any omission (or alleged omission) to state 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, but only to the extent that such untrue statement or omission or alleged untrue statement or omission is caused by and contained in information so furnished in writing by such Stockholder or on such Stockholder’s behalf expressly for use therein. Notwithstanding the foregoing, no Stockholder shall be liable under this Section 4.02 for any Losses in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder giving rise to such indemnification obligationSelling Stockholders may otherwise have.

Indemnification by Selling Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder agrees, to the fullest extent permitted by law, to severally but not jointly, indemnify and hold harmless the Company, its Affiliates and their respective officers, directors, employees and agents and each Person, if any, who controls the Company or such other indemnified person (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) from and against any and all Losses caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus, preliminary prospectus or free-writing prospectus (as defined in Rule 405 under the Securities Act) relating to the Registrable Securities (in each case, as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), or any omission (or alleged omission) to state 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, but only to the extent that such untrue statement or omission or alleged untrue statement or omission is caused by and contained in information so furnished in writing by such Stockholder or on such Stockholder’s behalf expressly for use therein. Notwithstanding the foregoing, no Stockholder shall be liable under this Section 4.02 for any Losses in excess of the net proceeds realized by such Stockholder in the sale of Registrable Securities of such Stockholder giving rise to such indemnification obligation.. Section 4.03