Common use of Indemnification by Sellers Clause in Contracts

Indemnification by Sellers. If any Registrable Securities are included in any registration statement filed pursuant to this Section 17, each prospective seller of such securities shall indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 17.6) each underwriter, each Person who controls such underwriter within the meaning of the 1933 Act, VPI, each director of VPI, each officer of VPI, VPI's agents and attorneys and each other Person, if any, who controls VPI within the meaning of the 1933 Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to VPI by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the 1933 Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, VPI or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 17.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by Sellers. If any Registrable Securities are included in any registration statement filed pursuant to this Section 17To the extent permitted by law, each prospective seller of such securities shall Seller will severally (but not jointly and pro rata with the other Sellers) indemnify and hold harmless Chordiant, its successors and assigns, its officers and directors, any underwriter (as defined in the same manner and 0000 Xxx) with respect to the same extent as set forth in subdivision (a) of this Section 17.6) Registrable Shares, and each underwriterperson, each Person if any, who controls Chordiant or any such underwriter within the meaning of the 1933 Act or the 1934 Act, VPIagainst any losses, each director of VPIclaims, each officer of VPIdamages, VPI's agents and attorneys and each other Person, if any, who controls VPI within the meaning of liabilities or actions (joint or several) to which they may become subject under the 1933 Act, with respect to the 1934 Act or other federal or state law, arising out of or based upon (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained therein or any amendments or supplements thereto, or arising out of or based upon the omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus to state therein a material fact required to be stated therein or summary prospectus contained necessary to make the statements therein, or any amendment or supplement theretoin the context in which made, if not misleading; provided that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to VPI by such seller Seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment by such Seller. Each Seller will reimburse Chordiant and each such officer or supplement; provided that such prospective seller shall not be liable to director or controlling person for any Person who participates as an underwriter legal or other expenses reasonably incurred by them in the offering connection with investigating or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the 1933 Act, in any such case to the extent that defending any such loss, claim, damage, liability (liability, or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectusaction. Such indemnity shall remain in full force and effect, effect regardless of any investigation made by or on behalf of any underwriter, VPI Chordiant or any such officer, director, officer underwriter or controlling Person person and shall survive the transfer of such securities the Registrable Shares by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 17.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationSeller.

Indemnification by Sellers. If Subject to the provisions of Article XII, from and after the Closing, each Seller shall protect, defend, indemnify and hold harmless NBP, NBILP and the Bear Paw Entities and their officers, directors, managers, partners, employees, Affiliates, agents, representatives, successors and assigns, from and against any Registrable Securities are included and all Damages sustained by such Persons as a result of: (a) any breach of any representation or warranty of such Seller contained herein that survives the Closing pursuant to Section 12.1; (b) any breach of any covenant or agreement of such Seller contained in this Agreement or in any registration statement filed of the certificates, instruments or documents delivered by such Seller pursuant hereto, including the covenants made in Article XI; (c) any federal income Taxes owed by such Seller with respect to its Interests for periods prior to the Closing; and (d) any amounts with respect to which such Seller has agreed to indemnify NBP and NBILP pursuant to Section 11.3(f). Notwithstanding the foregoing, if the aggregate amount of any claim or series of related claims against all Sellers for Damages suffered in connection with the matters described in clause (a) or (b) above does not exceed One Million Dollars ($1,000,000), then such Seller shall not have any indemnification obligation pursuant to this Section 1713.2 with respect to such claim or series of related claims; provided, however, that if NBP, NBILP or any Bear Paw Entity suffers any Damages referred to in Section 11.3(f), each prospective seller Seller shall indemnify NBP and NBILP for such Seller's Percentage Amount of such securities shall indemnify and hold harmless (Damages. Damages sustained by such Persons in the same manner and to the same extent as set forth connection with any breach described in subdivision clauses (a) and (b) above that are covered by this indemnity shall include any increase in the cost of this Section 17.6insurance resulting from any such breach. Any indemnification payments hereunder shall be reduced by (i) each underwriter, each Person who controls such underwriter within any insurance proceeds receivable or tax benefits realizable by the meaning Indemnified Party as a result of the 1933 Act, VPI, each director event that causes such indemnity payment and (ii) any loss realized as a result of VPI, each officer of VPI, VPINBP's agents and attorneys and each other Person, if any, who controls VPI within the meaning of the 1933 Act, with respect to any statement or alleged statement in NBILP's actions or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to VPI by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the 1933 Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, VPI or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 17.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationact.

Indemnification by Sellers. If any Registrable Securities are included in any registration statement filed pursuant Subject to the other provisions of this Section 17Article VIII, each prospective seller of such securities shall from and after the Closing Date, Sellers agree to jointly indemnify and hold harmless Purchasers, the Subject Companies and each of their respective Representatives, subsidiaries, direct and indirect parent companies, shareholders, partners, members, managers, officers and directors (the “Purchaser Indemnitees”) for any Losses suffered, incurred or paid, directly or indirectly, by them as a result of, or arising out of or related to: (i) any failure of any representation or warranty made by Sellers in Article III or in any schedule, exhibit, certificate or disclosure letter delivered pursuant to this Agreement to be true and correct on and as of the same manner date of this Agreement or Closing Date as if made on such date (other than those made on a specified date, which shall be true and correct as of such specified date); (ii) any breach of any covenant or agreement by any of the Sellers contained in this Agreement; (iii) Environmental Liabilities; (iv) Taxes of any Subject Company that relate to periods prior to the same extent as Closing Date; (v) any Company Transaction Expenses not paid 62 by Sellers; (vi) any failure to pay the Purchase Price Adjustment to Purchaser pursuant to Section 2.3(f)(ii); (vii) (this provision has been intentionally deleted); (viii) any Liability relating to the failure of a Subject Company to hold any Permit set forth in subdivision (aSection 6.2(vi) of this Section 17.6the Sellers Disclosure Letter, including any Liability incurred in obtaining such Permits; and (ix) each underwriter, each Person who controls such underwriter within the meaning of the 1933 Act, VPI, each director of VPI, each officer of VPI, VPI's agents and attorneys and each other Person, if any, who controls VPI within the meaning of the 1933 Act, any fraud and/or any intentional omission or intentional misrepresentation with respect to any statement representation or alleged statement warranty made by Sellers in Article III or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to VPI by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the 1933 Act, in any such case schedule, exhibit, certificate or disclosure letter delivered pursuant to the extent that any such loss, claim, damage, liability (or action or proceeding this Agreement. The indemnification obligations set forth in respect thereofSection 8.2(iii) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, VPI or any such director, officer or controlling Person and shall survive the transfer Closing and terminate on the date that is five years after the Closing Date. The indemnification obligations set forth in Section 8.2 (iv) shall survive the Closing and terminate on the 90th day following the date that the applicable statute of limitations for any such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 17.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligationTaxes expires.

Indemnification by Sellers. If any Registrable Securities are included in any registration statement filed pursuant to this Section 17, each prospective seller of such securities shall indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 17.6) each underwriter, each Person who controls such underwriter 77 within the meaning of the 1933 Act, VPI, each director of VPI, each officer of VPI, VPI's agents and attorneys and each other Person, if any, who controls VPI within the meaning of the 1933 Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to VPI by such seller expressly for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided that such prospective seller shall not be liable to any Person who participates as an underwriter in the offering or sale of Registrable Securities or any other Person, if any, who controls such underwriter within the meaning of the 1933 Act, in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of such Person's failure to send or give a copy of the final prospectus, as the same may be then supplemented or amended, to the Person asserting an untrue statement or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of Registrable Securities to such Person if such statement or omission was corrected in such final prospectus. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of any underwriter, VPI or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller. In no event shall the liability of any selling holder of Registrable Securities under this Section 17.6(b) be greater in amount than the dollar amount of the proceeds received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.