Common use of Indemnification by the Shareholders Clause in Contracts

Indemnification by the Shareholders. In connection with any Registration Statement in which any Shareholder's Registrable Securities are registered and sold, the participating Shareholders shall furnish to the Company the information and affidavits as the Company reasonably requests for use in connection with any Registration Statement or Prospectus and agree, jointly and severally, to indemnify and hold harmless, to the full extent permitted by law, the Company, its officers directors and each Person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement, Prospectus, preliminary Prospectus or any application filed under the Blue Sky Laws or necessary to make the statements therein not misleading, to the extent, but only to the extent, that the untrue statement or omission is contained in any information or affidavit so furnished by the Shareholder to the Company specifically for inclusion in the Registration Statement, Prospectus or application filed under the Blue Sky Laws. The Company shall be entitled to receive indemnities from 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 by the Persons specifically for inclusion in any Prospectus or Registration Statement.

Appears in 3 contracts

Samples: Registration Rights Agreement (American Bio Medica Corp), Registration Rights Agreement (American Bio Medica Corp), Registration Rights Agreement (American Bio Medica Corp)

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Indemnification by the Shareholders. In connection with any Registration Statement in which any Shareholder's Registrable Securities the Shareholders are registered and soldparticipating, the participating Shareholders shall will furnish to the Company the in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and agree, jointly and severally, agrees to indemnify and hold harmless, severally and not jointly, to the full extent permitted by law, but without duplication, the Company, its officers directors officers, directors, stockholders, employees, advisors and agents, and each Person who controls the Company (within the meaning of the Securities Act) ), against any all losses, claims, damages, liabilities and expenses (including reasonable costs of investigation and reasonable legal fees and expenses) resulting from any untrue or alleged untrue statement of a material fact in, or any omission or alleged omission of a material fact required to be stated in in, the Registration Statement, Prospectus, preliminary Statement or Prospectus or any application filed under the Blue Sky Laws or necessary to make the statements therein (in the case of a Prospectus, in light of the circumstances under which they were made) not misleading, misleading to the extent, but only to the extent, extent that the such untrue statement or omission is caused by or contained in any information or affidavit so furnished in writing by the Shareholder Shareholders to the Company specifically for inclusion in the Registration Statement, Prospectus or application filed under the Blue Sky LawsCompany. The Company and the other persons described above shall be entitled to receive indemnities from selling brokers, dealer managers and similar securities industry professionals underwriters participating in the distribution, to the same extent as provided above with respect to information so furnished in writing by the such Persons specifically for inclusion in any Prospectus or Registration Statement. The Shareholders shall not be required to provide indemnification or contribution hereunder in excess of an amount equal to the net proceeds to the Shareholders from the disposition of the Registrable Securities disposed of by the Shareholders pursuant to such Registration Statement.

Appears in 2 contracts

Samples: Registration Rights (Internet Commerce Corp), Agreement and Plan of Merger (Internet Commerce Corp)

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Indemnification by the Shareholders. In connection with any Registration Statement in which any Shareholder's Registrable Securities are registered and sold, the participating Shareholders shall furnish to the Company Somanetics the information and affidavits as the Company Somanetics reasonably requests for use in connection with any Registration Statement or Prospectus and agree, jointly and severally, to indemnify and hold harmless, to the full extent permitted by law, the CompanySomanetics, its officers directors and each Person who controls the Company Somanetics (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement, Prospectus, preliminary Prospectus or any application filed under the Blue Sky Laws or necessary to make the statements therein not misleading, to the extent, but only to the extent, that the untrue statement or omission is contained in any information or affidavit so furnished by the Shareholder to the Company Somanetics specifically for inclusion in the Registration Statement, Prospectus or application filed under the Blue Sky Laws. The Company Somanetics shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar similar., securities industry professionals participating in the distribution, to the same extent as provided above with respect to information so furnished by the Persons specifically for inclusion in any Prospectus or Registration Statement.

Appears in 1 contract

Samples: Registration Rights Agreement (Somanetics Corp)

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