Common use of By Holders Clause in Contracts

By Holders. To the maximum extent permitted by law, each Holder (severally, but not jointly) will, if Registrable Securities held by such Holder are included in the Registrable Securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of Registrable Securities, and each person who controls the Company or such underwriter within the meaning of the Securities Act or the Exchange Act, against any Losses to which the Company or any such director or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation arises out of or is based upon information furnished by such Holder in writing expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any such Losses (or actions in respect thereof); provided, however, that the indemnity agreement contained in this Section 7.6(b) shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of the Holder (in which case the parties shall first have met and conferred in good faith regarding such settlement). Each Holder's liability under this Section 7.6(b) shall not exceed the proceeds received by such Holder from the sale of Registrable Securities held by such Holder included in such registration, qualification or compliance.

By Holders. To the maximum extent permitted by law, each Holder (severally, but not jointly) will, if Registrable Securities held by such Holder are included in the Registrable Securities as to which such registration, qualification or compliance is being effected, will indemnify and hold harmless the CompanyGiga-tronics, each of its directors and officersdirectors, each underwriterof its officers who have signed the Registration Statement, each person, if any, of Registrable Securities, and each person who controls the Company or such underwriter Giga-tronics within the meaning of the Securities Act 1933 Act, any other employee or the Exchange Actagent of Giga-tronics, against any Losses losses, claims, damages or liabilities (joint or several) to which the Company Giga-tronics or any such director director, officer, or controlling person person, employee or agent may become subject, subject under the Securities 1933 Act, the Exchange 1934 Act or other federal or state law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation arises out of or is based occurs in reliance upon and in conformity with written information furnished by such Holder in writing expressly for use in connection with such registrationRegistration Statement; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company Giga-tronics or any such director, officer, or controlling person person, employee or agent in connection with investigating or defending any such Losses (loss, claim, damage, liability or actions in respect thereof)action; provided, however, that the indemnity agreement contained in this Section 7.6(bsubsection 1.5(b) shall not apply to amounts paid in settlement of any such Losses (loss, claim, damage, liability or actions in respect thereof) action if such settlement is effected without the consent of such Holder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by Holder (in which case the parties shall first have met and conferred in good faith regarding such settlement). Each Holder's liability under this Section 7.6(b1.5(b) in respect of any Violation shall not exceed the net proceeds received by Holder in the registered offering out of which such Holder from the sale of Registrable Securities held by such Holder included in such registration, qualification or complianceViolation arises.

By Holders. To the maximum extent permitted by law, each Holder (severally, but not jointly) will, if Registrable Securities held by such Holder are included in the Registrable Securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of Registrable Securities, MiniMed and each person who controls the Company or such underwriter MiniMed within the meaning of the Securities Act or the Exchange Act, against any Losses to which the Company MiniMed or any such director or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation arises out of or is based upon information furnished by such Holder in writing expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company MiniMed or any such controlling person in connection with investigating or defending any such Losses (or actions in respect thereof); provided, however, that the indemnity agreement contained in this Section 7.6(b) 3.2 shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of the Holder (in which case the parties shall first have met and conferred in good faith regarding such settlement). Each Holder's liability under this Section 7.6(b) 3.2 shall not exceed the proceeds received by such Holder from the sale of Registrable Securities held by such Holder included in such registration, qualification or compliance.

By Holders. To the maximum extent permitted by law, each Holder ---------- (severally, but not jointly) will, if Registrable Securities held by such Holder are included in the Registrable Securities as to which such registration, qualification or compliance is being effected, indemnify and hold harmless the Company, each of its directors and officers, each underwriter, if any, of Registrable Securities, and each person who controls the Company or such underwriter within the meaning of the Securities Act or the Exchange Act, against any Losses to which the Company or any such director or controlling person may become subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation arises out of or is based upon information furnished by such Holder in writing expressly for use in connection with such registration; and each such Holder will reimburse any legal or other expenses reasonably incurred by the Company or any such controlling person in connection with investigating or defending any such Losses (or actions in respect thereof); provided, however, that the indemnity agreement contained in -------- ------- this Section 7.6(b) shall not apply to amounts paid in settlement of any such Losses (or actions in respect thereof) if such settlement is effected without the consent of the Holder (in which case the parties shall first have met and conferred in good faith regarding such settlement). Each Holder's liability under this Section 7.6(b) shall not exceed the proceeds received by such Holder from the sale of Registrable Securities held by such Holder included in such registration, qualification or compliance.