Registration Indemnification Clause Samples
Registration Indemnification. (a) The Company agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, each Selling Shareholder and its Affiliates and their respective officers, directors, members, stockholders, employees, managers and partners and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Selling Shareholder or such other indemnified Person and the officers, directors, members, stockholders, employees, managers and partners of each such controlling Person, each underwriter, if any, and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such underwriter, from and against all losses, claims, damages, liabilities, costs, expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses), judgments, fines, penalties, charges and amounts paid in settlement (collectively, the “Losses”), as incurred, arising out of, caused by, resulting from or relating to any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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 and (without limitation of the preceding portions of this Section 4.9(a)) will reimburse each such Selling Shareholder, each of its Affiliates, and each of their respective officers, directors, members, stockholders, employees, managers and partners and each such Person who controls each such Selling Shareholder and the officers, directors, members, stockholders, employees, managers, partners, accountants, attorneys and agents of each such controlling Person, each such underwriter and each such Person who controls any such underwriter, for any legal and any other expenses reasonably incurred in connection with investigating and defending or settling any such claim, Loss, damage, liability or action, except insofar as the same are caused by any information furnished in writing to the Company by any other party expressly for use therein.
(b) In connection with any registration statement in which a Selling Shareholder is participating, without limitation as to time, each such Selling Shareholder shall...
Registration Indemnification. In connection with the filing of any such registration statement, Heritage shall indemnify and hold harmless Acquiror or its transferee against any losses, claims, damages or liabilities, joint or several, to which Acquiror or its transferee may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement, including any prospectus included therein, or any amendment or supplement thereto, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and Heritage shall reimburse Acquiror or its transferee for any legal or other expense reasonably incurred by Acquiror or its transferee in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that Heritage shall not be liable in any case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or an alleged untrue statement or omission made in such registration statement, and any prospectus included therein, or any amendment or supplement thereto, in reliance upon and in conformity with written information furnished by or on behalf of Acquiror or its transferee specifically for use in the preparation thereof. Acquiror or its transferee shall indemnify and hold harmless Heritage to the same extent as set forth in the immediately preceding sentence but only with reference to written information furnished by or on behalf of Acquiror or its transferee for use in the preparation of such registration statement, and any prospectus included therein, or any amendment or supplement thereto; and Acquiror or its transferee shall reimburse Heritage for any legal or other expenses reasonably incurred by Heritage in connection with investigation or defense of any such loss, claim, damage, liability or action.
Registration Indemnification. (a) The Company agrees to indemnify and hold harmless, to the fullest extent permitted by law, each Registration Shareholder and its Affiliates and their respective officers, directors, employees, managers, partners and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) such Registration Shareholder or such other indemnified Person from and against all losses, claims, damages, liabilities and expenses (including reasonable expenses of investigation and reasonable attorneys’ fees and expenses) (collectively, “Losses”) caused by, resulting from or relating to (i) violations of any applicable securities law by the Company in connection with any registration or offering undertaken pursuant to the terms of this Article IX (except to the extent any such violations were caused by actions or inactions of such Registration Shareholder in such registration or offering) or (ii) any untrue statement (or alleged untrue statement) of a material fact contained in any registration statement, prospectus or preliminary prospectus or free writing prospectus or any amendment or supplement thereto or any omission (or alleged omission) of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except insofar as the same are caused by any information furnished in writing to the Company by such Registration Shareholder expressly for use therein. In connection with an underwritten offering and without limiting any of the Company’s other obligations under this Agreement, the Company shall also indemnify such underwriters to the extent customarily provided. Reimbursements payable pursuant to the indemnification contemplated by this Section 9.05(a) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.
(b) In connection with any registration statement in which a Shareholder is participating, each such Registration Shareholder will furnish to the Company in writing information regarding such Registration Shareholder’s ownership of Common Stock and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify the Company, its Affiliates and their respective directors, officers, employees and agents and each Person who controls (within the meaning of Sectio...
Registration Indemnification. 13 4.1. Indemnification by the Company.................................... 13 4.2. Indemnification by Holders of Registrable Securities.............. 13 4.3. Procedure......................................................... 14 4.4. Entry of Judgment; Settlement..................................... 14 4.5. Contribution...................................................... 14 4.6.
Registration Indemnification. (A) Licensee agrees, without limitation as to time, to indemnify and hold harmless, to the fullest extent permitted by law, Licensor and its affiliates and their respective employees, officers, managers, directors, agents, fiduciaries, stockholders, members, direct and indirect equityholders, consultants, representatives, and partners, and any successors and assigns thereof, from and against all losses, as incurred, arising out of, caused by, resulting from, or relating to (a) any untrue statement (or alleged untrue statement) of a material fact contained in the Shelf Registration Statement, prospectus, or preliminary prospectus or any amendment or supplement thereto or any omission (or alleged omission) of 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, (b) any violation or alleged violation by Licensee of the Securities Act or any other similar federal or state securities laws or any rule or regulation promulgated thereunder applicable to Licensee and relating to action or inaction required of Licensee in connection with any such registration or compliance, and (c) any [*] Claims (as defined below), and in each case will reimburse each such indemnified person for any reasonable legal and other expenses incurred in connection with investigating and defending or settling any such claim, loss, damage, liability, or action, except with respect to clause (a), insofar as the same are caused by any information furnished in writing to Licensee by any such indemnified person expressly for use therein. [*] Claims” shall mean only a specific claim in which [*].
(B) Licensor agrees, without limitation as to time, to indemnify Licensee, its directors, officers, agents, fiduciaries, stockholders, members, direct and indirect equityholders, consultants, representatives, and employees from and against all losses, as incurred, arising out of, caused by, resulting from (as determined by a final and appealable judgment, order or decree of a court of competent jurisdiction), or relating to any untrue statement by Licensor of material fact contained in the registration statement, prospectus, or preliminary prospectus or any amendment or supplement thereto or any omission by Licensor of 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 and will reim...
Registration Indemnification. The Company shall indemnify the Investor and its affiliates and their respective officers, directors and employees against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, arising from material misstatements and omissions in such Registration Statement, except those arising from material misstatements or omissions in the Investor Information (defined below). The Investor shall indemnify the Company and its affiliates and their respective officers, directors and employees against all loss, claim, damage, expense or liability (including all reasonable attorneys' fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which they may become subject under the Act, the Exchange Act or otherwise, arising from material misstatements or omissions in information regarding the Investor's ownership of Investor Shares and plan of distribution with respect thereto furnished by or on behalf of the Investor or its successors or assigns, in writing, for specific inclusion in such registration statement ("Investor Information").
Registration Indemnification. Parent agrees to indemnify and hold harmless, to the fullest extent permitted by Law, each Selling Stockholder, from and against all losses, claims, damages, liabilities, costs, out- of-pocket expenses (including reasonable and documented attorneys’ fees and expenses) and amounts paid in settlement (collectively, the “Losses”), as incurred, resulting from any untrue statement of a material fact contained in any registration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, preliminary prospectus, Free Writing Prospectus or any amendment or supplement thereto, in the light of the circumstances under which they were made) not misleading, except insofar as the same are caused by any information furnished in writing to Parent by any Selling Stockholder expressly for use therein.
Registration Indemnification. (a) The Company shall indemnify and hold harmless the undersigned from and against any and all losses, claims, damages and liabilities caused by any untrue statement of a material fact contained in any registration statement covering the Shares filed by the Company under the Securities Act, any post-effective amendment to such registration statement, or any prospectus included therein required to be filed or furnished by reason of Section VII of this Subscription Agreement or caused by any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except, insofar as such losses, claims, damages or liabilities are caused by any such untrue statement or omission based upon information furnished or required to be furnished in writing to the Company by the undersigned expressly for use therein, which indemnification shall include each person, if any, who controls the undersigned within the
Registration Indemnification. 23 11.6 Information to be Furnished by Registered Holders.................................................25 11.7 Rule 144 Sales....................................................................................25 11.8 Survival of Registration Rights...................................................................25 Article XII
Registration Indemnification. 35 Section 5.06. Facilitation of Sales Pursuant to Rule 144. 38 ARTICLE 6 Miscellaneous 38 Section 6.01. Survival of Representations and Warranties. 38