Common use of By Sellers Clause in Contracts

By Sellers. In connection with a registration of Restricted Stock under the Securities Act pursuant to Section 4 or 5, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless, to the extent permitted by law, the Company and each person who controls the Company within the meaning of the Securities Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities Act or otherwise, 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 the registration statement under which such Restricted Stock was registered, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, 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, and will reimburse the Company and each such officer, director and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made or omitted in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by or on behalf of such seller for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offering, and the seller sells its Restricted Stock through the underwriter(s) thereof, the seller (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning of the Securities Act, to the same extent as provided above with respect to the indemnification of the Company or to such other extent as provided in Section 8(e).

By Sellers. In connection Subject to the limitations set forth in this Article VII, the Sellers shall severally (each in accordance with a registration of Restricted Stock under the Securities Act pursuant to Section 4 or 5his Pro Rata Share), each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmlessharmless Buyer and its officers, to the extent permitted by lawdirectors, the Company agents and employees, and each person person, if any, who controls the Company or may control Buyer within the meaning of the Securities Act, Act (each officer of the foregoing being referred to individually as a “Buyer Indemnified Person” and collectively as “Buyer Indemnified Persons”) from and against any and all losses, liabilities, damages, fees, Tax, interest, costs and expenses, including costs of investigation and defense and reasonable fees and expenses of lawyers, experts and other professionals, directly or indirectly, whether or not due to a third-party claim (collectively, “Indemnifiable Damages”), arising out of, resulting from or in connection with (i) any failure of any representation or warranty made by the Sellers or the Company who signs in this Agreement or the registration statementDisclosure Letter (including any exhibit or schedule to the Disclosure Letter) to be true and correct as of the Closing Date (except in the case of representations and warranties which by their terms speak only as of a specific date or dates, which representations and each director warranties shall be true and correct as of such date), (ii) any failure of any certification, representation or warranty made by the Sellers or the Company in any certificate (other than the Company Net Working Capital Certificate and the Closing Expenses Certificate) delivered to Buyer pursuant to any provision of this Agreement to be true and correct as of the date such certificate is delivered to Buyer, (iii) any breach of or default in connection with any of the covenants or agreements made by the Sellers or the Company (but in the case of the Company, from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions only covenants in respect thereofof the time period prior to Closing) arise out in this Agreement and (iv) any Indemnifiable Transaction Expenses. Materiality standards or qualifications, and qualifications by reference to the defined term “Material Adverse Effect” in any representation, warranty or covenant shall only be taken into account in determining whether a breach of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement under which such Restricted Stock was registered, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereof, 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, and will reimburse the Company and each such officer, director and controlling person for any legal or other expenses reasonably incurred by them default in connection with investigating such representation, warranty or defending any such loss, claim, damage, liability covenant (or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made or omitted in reliance upon and in conformity with information pertaining to such seller, as such, furnished in writing to the Company by or on behalf of such seller for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion failure of any such loss, claim, damage, liability representation or expense that is equal warranty to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offeringbe true and correct) exists, and shall not be taken into account in determining the seller sells its Restricted Stock through the underwriter(s) thereof, the seller (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning amount of the Securities Act, to the same extent as provided above any Indemnifiable Damages with respect to such breach, default or failure to be true and correct. Subject to the indemnification limitations set forth in this Article VII and for greater certainty, any liability of the Company or to such other extent Sellers collectively for Indemnifiable Damages under this Article VII, as provided in Section 8(e)between the Sellers, shall be determined by multiplying the total amount of the Indemnifiable Damages by each Seller’s Pro Rata Share.

By Sellers. In connection with a registration the case of Restricted Stock under the Securities Act pursuant to Section 4 or 5each such registration, each seller of such Restricted Stock thereunder, severally and not jointly, will Seller shall indemnify and hold harmlessharmless VLT, to the extent permitted by laweach of its directors, the Company each of its officers who have signed such registration statement, any underwriter and each person other person, if any, who controls the Company VLT or underwriter within the meaning of the Securities 1933 Act, each officer of the Company who signs the registration statement, and each director of the Company, from and against all any losses, claims, damages or liabilities, joint or several, to which the Company VLT or any such officer or director director, officer, underwriter or controlling person may become subject under the Securities 1933 Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any material fact contained in the such registration statement under which such Restricted Stock was registered, any preliminary prospectus or final or summary prospectus contained therein, or any amendment or supplement thereofthereto, 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 made therein not misleading, and will reimburse the Company and VLT, each such director, officer, director underwriter and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such action or claim, excluding any amounts paid in settlement of any litigation, commenced or threatened, if such settlement is effected without the prior written consent of the Seller; but in all such cases only if, and to the extent that, any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission therein made or omitted in reliance upon and in conformity with written information pertaining furnished to such seller, as such, furnished in writing to VLT by the Company by Seller or on behalf of such seller its affiliates specifically for use in such registration statement, prospectus, amendment or supplement; PROVIDED FURTHER, that the liability of each seller hereunder shall be limited to the proportion of any such loss, claim, damage, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offering, and the seller sells its Restricted Stock through the underwriter(s) thereof, the seller (upon request by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning of the Securities Act, to the same extent as provided above with respect to the indemnification of the Company or to such other extent as provided in Section 8(e)preparation thereon.

By Sellers. In connection with a registration of Restricted Stock under the Securities Act pursuant Sellers agree to Section 4 or 5, each seller of such Restricted Stock thereunder, severally and not jointly, will indemnify and hold harmless, to the extent permitted by law, the Company harmless Acquiror (and each person person, if any, who controls the Company Acquiror within the meaning of Section 15 of the Securities Act, each officer of the Company who signs the registration statement, and each director of the Company, Acquiror) from and against all losses, claims, damages or liabilities, joint or several, to which the Company or such officer or director or controlling person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of or are ), based upon or arising out of, (i) any untrue statement or alleged untrue statement of any a material fact contained in the registration statement under which such Restricted Stock was registered, any preliminary prospectus or final prospectus contained therein, Registration Statement or any amendment or supplement thereof, or arise out omission of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein in the Registration Statement or necessary in order to make the statements therein in the Registration Statement not misleading, and will reimburse the Company and each misleading if such officer, director and controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; PROVIDED, HOWEVER, that such seller will be liable hereunder in any such case if and only to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission was made or omitted in reliance upon and in conformity with written information pertaining furnished to such seller, as such, furnished in writing to the Company Acquiror by or on behalf of such seller Sellers specifically for use in such registration statementpreparation of the Registration Statement, prospectus(ii) any violation or alleged violation of the Securities Act or Exchange Act, amendment or supplement; PROVIDED FURTHERany other law or regulation, relating to any swap, hedge or other agreement or arrangement that transfers in whole or in part, the liability economic risk of each seller hereunder shall be limited to ownership in the proportion Acquisition Shares, or any short selling of any such lossAcquisition Shares, claimcommon stock of Acquiror or securities convertible into or exercisable or exchangeable for Acquiror’s common stock, damageconsummated by, liability or expense that is equal to the proportion that the public offering price of shares sold by such seller under such registration statement bears to the total public offering price of all on behalf of, Sellers, including, without limitation, any state securities sold thereunder, but not to exceed the proceeds received by such seller from the sale of Restricted Stock covered by such registration statement. If the registration relates to an underwritten offeringor blue sky law, and the seller sells its Restricted Stock through the underwriter(s(iii) thereof, the seller (upon request any violation or alleged violation by the underwriter(s)) will indemnify such underwriters, their officers and directors, and each person who controls such underwriters within the meaning Sellers of the Securities Act, or any other law or regulation relating to the same extent as provided above offer or sale of the Acquisition Shares, including, without limitation, any state securities or blue sky law, with respect to information provided by Sellers for disclosure in the indemnification of Registration Statement in their capacity as selling stockholders; provided, however, that Sellers shall not be liable in any such case for (A) any untrue statement or omission in the Company Registration Statement, prospectus, or other such document which statement is corrected by Sellers and delivered to Acquiror prior to the sale from which such other extent as provided loss occurred, or (B) any untrue statement or omission in Section 8(e)any prospectus which is corrected by Sellers in any subsequent prospectus, or supplement or amendment thereto, and delivered to Acquiror prior to the sale or sales from which a loss or liability arose.