Indemnification by Shareholders. Each Shareholder of Registrable Securities included in any Registration Statement filed pursuant to this Agreement shall, notwithstanding termination of this Agreement, severally and not jointly, (i) indemnify and hold harmless the Company, its officers and directors, each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and all other Shareholders against any losses, claims, damages or liabilities to which the Company, its officers or directors, such controlling persons or such other Shareholders may become subject under the Securities Act, the Exchange Act, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any preliminary, final or summary prospectus contained therein or furnished by the Company to any such Shareholder, or any Issuer Free Writing Prospectus related to such registration, or any amendment or supplement thereto, 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, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was furnished in writing to the Company by such Shareholder expressly for inclusion in the Registration Statement, or preliminary, final or summary prospectus, or Issuer Free Writing Prospectus, or amendment or supplement thereto, and (ii) reimburse the Company for any legal or other expenses reasonably incurred by the Company in connection with investigating or defending any such action or claim as such expenses are incurred; provided, however, that no such Shareholder shall be required to undertake liability to any Person under this Section 7(b) for any amounts in excess of the dollar amount of the net proceeds actually received by such Shareholder from the sale of such Shareholder’s Registrable Securities pursuant to such Registration Statement and such undertaking shall be several, not joint and several, among such Shareholders.
Indemnification by Shareholders. Subject to Section 5.04, each of the Shareholders, on its own behalf, and not on behalf of any other Shareholder, severally (and for greater certainty, not jointly with any other Shareholder) shall indemnify and save the Purchaser harmless for and from:
Indemnification by Shareholders. It shall be a condition precedent to the obligation of Company to include in any registration statement any Registrable Securities of Shareholders that Company shall have received from Shareholders an undertaking, reasonably satisfactory to Company and its counsel, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 3.1) Company, each director of Company, each officer of Company who shall sign the registration statement, and any person who controls Company within the meaning of the Securities Act, (i) with respect to any statement or omission from such registration statement, or any amendment or supplement to it, if such statement or omission was made in reliance upon and in conformity with information furnished to Company through a written instrument duly executed by Shareholders specifically for use in the preparation of such registration statement or amendment or supplement, and (ii) with respect to compliance by Shareholders with applicable laws in effecting the sale or other disposition of the securities covered by such registration statement.
Indemnification by Shareholders. (a) The Purchaser and the Company and their respective Affiliates and their respective officers, directors, shareholders, agents, representatives, consultants, employees and affiliates, and all of their respective heirs, successors and permitted assigns (collectively, the "Purchaser Indemnified Parties") shall be indemnified and held harmless, jointly and severally by the Shareholders entitled to receive the Merger Consideration, solely out of the portion of the Merger Consideration deposited in the Escrow Account, against and in respect of the net amount (determined after deduction of the amount of any insurance proceeds recovered and any benefits inuring to the Purchaser as a result of the timing for income tax purposes of deductions for such losses as compared to the timing of recoveries under insurance or this Section 11.2):
Indemnification by Shareholders. The Shareholders agree to indemnify, jointly and severally, and hold harmless Xxxxxxx, its stockholders, directors, officers and each Person, if any, who Controls Xxxxxxx within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Xxxxxxx to the Shareholders in Section 10(a) of this Shareholder Agreement but only with reference to information relating to the Shareholders furnished in writing to Xxxxxxx by the Shareholders specifically for use in the Resale Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto); provided, however, that the Shareholders shall not be obligated to provide such indemnity to the extent that such Damages result from a failure of Xxxxxxx to promptly amend or take action to correct or supplement any such Resale Registration Statement or prospectus on the basis of corrected or supplemental information provided in writing by the Shareholders to Xxxxxxx expressly for such purpose. In no event shall the liability of the Shareholders hereunder be greater in amount than the amount of the proceeds received by the Shareholders upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Indemnification by Shareholders. From and after the Effective Time, Shareholders, jointly and severally, shall indemnify and hold harmless Parent and its affiliates and each of their respective officers, directors, employees, agents and advisors from and against any and all demands, claims, losses, liabilities, actions or causes of action, assessments, damages, fines, taxes, penalties, costs and expenses (including, without limitation, interest, expenses of investigation, reasonable fees and disbursements of counsel, accountants and other experts) (collectively "Losses") incurred or suffered by Parent, arising out of, resulting from, or relating to (a) any breach by Shareholders or the Company of their representations and warranties contained in this Agreement; (b) any failure by Shareholders or the Company to perform any of their respective covenants, undertakings or agreements contained in this Agreement; or (c) except for any matters disclosed in this Agreement and/or in the Schedules attached hereto, any valid and enforceable third party claim related to the business or operations of the Company prior to the Effective Time. Notwithstanding any other provision of this Agreement, the total aggregate liability of Shareholders for indemnification under this Section shall be limited to 90% of such losses and shall not exceed $9,000,000 for Notice of Losses during the first year following the Closing and $4,500,000.00 for Notice of Losses during the second year following the Closing. Shareholders' obligation to indemnify hereunder shall not apply until the cumulative amount of all Losses excluding and net of one half (1/2) of any interest, expenses of investigation, reasonable fees and disbursements of counsel, accountants and other experts arising out of and related thereto subject to indemnification exceeds $150,000.00 (the "Deductible"); and further Shareholders' obligation to indemnify hereunder shall be less (-) and net of any tax benefit to as well as any insurance, setoff or counterclaim recovered by the Company and/or Parent
Indemnification by Shareholders. In addition to any other indemnification provisions of this Agreement each Shareholder registering an offering of TopClick Common Stock will, to the extent permitted by law indemnify and hold harmless TopClick, each of its directors, each of its officers who have signed an appropriate Registration Statement, and each person, if any, who controls TopClick, within the meaning of the Securities Act, against any loss, claim, damage or liability of which TopClick, or any such director, officer or controlling person may be or become subject pursuant to the Securities Act or otherwise, insofar as such loss, claim, damage or liability (or action in respect thereof) is caused by any untrue or alleged untrue statement of any material fact contained in such Registration Statement, said prospectus, or amendment or supplement thereto, or results from or is based upon the omission or the alleged omission to specify therein a material fact required to be specified therein or necessary to make the information specified therein not misleading; in each event to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was so made in reliance upon an in conformity with written information furnished by such Shareholder for use in the preparation of such Registration Statement; results from or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in any such preliminary prospectus and if, in respect to such statement, alleged statement, omission or alleged omission, the final prospectus corrected such statement, alleged statement, omission or alleged omission and a copy of such final prospectus had not been sent or given at or prior to the confirmation of the sale with respect to which such loss, claim, damage expense or liability relates.
Indemnification by Shareholders. Each Shareholder will indemnify and hold harmless, to the full extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities (or actions in respect thereto) and expenses to which any such Person may be subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities arise out of or are based upon any untrue or alleged untrue statement of a material fact contained in a Registration Statement or Prospectus or preliminary prospectus or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only if and to the extent, that such untrue or alleged untrue statement or omission or alleged omission is made therein in reliance upon and in conformity with the information furnished in writing by such Shareholder specifically for inclusion therein. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the proceeds received by such Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation. The Company 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.
Indemnification by Shareholders. In connection with any offering in which any Shareholder is participating pursuant to this Agreement, each participating Shareholder agrees severally to indemnify and hold harmless the Company, any underwriter retained by the Company, each of their respective partners, directors, officers, Affiliates, stockholders, managers, members, employees, trustees, legal counsel and accountants, and each Person who controls the Company 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 Shareholders, 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 solely in reliance upon and in conformity with information with respect to such Shareholder furnished in writing to the Company by or on behalf of the Shareholder expressly for use in such Disclosure Package, Registration Statement, Prospectus, Free Writing Prospectus or such amendment or supplement thereto, including, without limitation, the information furnished to the Company pursuant to Section 3(c). In no event shall the liability of a Shareholder hereunder be greater in amount than the net proceeds received by the Shareholder upon the sale of the Registrable Securities giving rise to such indemnification obligation except in the case of fraud by the Shareholder.
Indemnification by Shareholders. 42 8.3 Indemnification by Purchaser............................................... 45 8.4
