Common use of Indemnification by Shareholders Clause in Contracts

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.

Appears in 3 contracts

Samples: Shareholder Agreement (Michael Foods Inc), Shareholder Agreement (Michael Foods Inc /Mn), Shareholder Agreement (Michael Foods Inc /Mn)

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Indemnification by Shareholders. The Shareholders agree to indemnify, jointly and severally, and hold harmless XxxxxxxMichxxx, its xxs stockholders, directors, officers and each Person, if any, who Controls Xxxxxxx within controls Michxxx xxxhin 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 Michxxx xx 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 Michxxx xx 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 Michxxx xx 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 Michxxx xxxressly 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.

Appears in 3 contracts

Samples: Employment Agreement (Michael Foods Inc), Shareholder Agreement (Papetti Arthur J), Employment Agreement (Michael Foods Inc)

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