Common use of Indemnification by the Stockholders Clause in Contracts

Indemnification by the Stockholders. Each Stockholder, severally and not jointly, agrees to indemnify and hold harmless, to the fullest extent permitted by law, Parent, its directors, officers, employees, stockholders and each person who controls Parent (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission is contained in any information regarding a Holder Indemnitee furnished in writing by such Stockholder to Parent specifically for inclusion in the Registration Statement or Prospectus or amendment or supplement thereto, or in the case of an occurrence of an event of the type specified in Section 3(h), the use by such Holder Indemnitee of an outdated or defective Prospectus after Parent has notified the Stockholders in writing that the Prospectus is outdated or defective and prior to the receipt by the Stockholders of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such liability would have been corrected. In no event shall the liability of any Stockholder be greater in amount than the dollar amount of the proceeds received by such Stockholder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligation.

Indemnification by the Stockholders. Each StockholderIn connection with any registration pursuant to the terms of this Agreement, severally each Stockholder will furnish to the Company in writing such information as the Company reasonably requests concerning such Stockholder or the proposed manner of distribution for use in connection with any Registration Statement or Prospectus and not jointly, agrees to indemnify and hold harmless, severally and not jointly, to the fullest extent permitted by law, Parentthe Company, its directors, officers, employees, stockholders and each person who controls Parent the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent, but only to the extent that such untrue statement or omission is contained in any information regarding a Holder Indemnitee furnished in writing by such Stockholder to Parent the Company specifically for inclusion in the such Registration Statement or Prospectus or amendment or supplement thereto, or thereto and that such information was substantially relied upon by the Company in the case of an occurrence of an event preparation of the type specified in Section 3(h), the use by such Holder Indemnitee of an outdated Registration Statement or defective Prospectus after Parent has notified the Stockholders in writing that the Prospectus is outdated or defective and prior to the receipt by the Stockholders of an amended any amendment or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such liability would have been correctedsupplement thereto. In no event shall the liability indemnification obligation of any Stockholder a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid by such holder and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission) received by such Stockholder it upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification contribution obligation.

Indemnification by the Stockholders. Each StockholderHiway may require, severally as a condition ----------------------------------- to including any Registrable Common Shares in any registration statement filed in accordance with Section 5.02 hereof, that Hiway shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Common Shares and not jointly, agrees any underwriter to indemnify and hold harmless, harmless (in the same manner and to the fullest same extent permitted by law, Parent, as set forth in subsection (a) of this Section 5.04) Hiway and its directors, officers, employees, stockholders directors and officers and each person who controls Parent (controlling Hiway within the meaning of the Securities Act1933 Act and all other prospective sellers of securities of Hiway and their directors, officers and respective controlling persons with respect to (i) against any lossesstatement or alleged statement in or omission or alleged omission from such registration statement, claimsany preliminary, damagesfinal or summary prospectus contained therein, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement of a material fact or any amendment or supplement, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Hiway or its representatives by or on behalf of a material fact required to be stated such seller or any underwriter specifically for use in the Registration Statement preparation of such registration statement, preliminary, final or Prospectus or preliminary summary prospectus or amendment or supplement thereto or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission is contained in any information regarding a Holder Indemnitee furnished in writing by such Stockholder to Parent specifically for inclusion in the Registration Statement or Prospectus or amendment or supplement theretosupplement, or in the case of an occurrence of an event a document incorporated by reference into any of the type specified in Section 3(h)foregoing and (ii) the sale by the prospective seller of such Registrable Common Shares to a person to whom there was not sent or given, the use by such Holder Indemnitee of an outdated at or defective Prospectus after Parent has notified the Stockholders in writing that the Prospectus is outdated or defective and prior to the receipt by written confirmation of such sale, a copy of the Stockholders of an final prospectus as then amended or supplemented Prospectussupplemented, but only whichever is most recent, if Hiway has previously furnished copies thereof to such seller and to the extent that following the receipt such final prospectus, as amended or supplemented, has corrected any misstatement or omission. Such indemnity shall in full force and effect regardless of any investigation made by or on behalf of Hiway or any of the amended prospective sellers or supplemented Prospectus any of their respective directors, officers or controlling persons and shall survive the misstatement or omission giving rise to transfer of such liability would have been corrected. In no event shall the liability securities of any Stockholder be greater in amount than the dollar amount of the proceeds received by such Stockholder upon the sale of the Registrable Securities included in the Registration Statement giving rise to such indemnification obligationseller.

Indemnification by the Stockholders. Each StockholderStockholder agrees, severally and not jointly, agrees to indemnify and hold harmless, to the fullest extent permitted by law, ParentCompany, its Affiliates, and their respective directors, officers, employees, stockholders and each person Person who controls Parent the Company (within the meaning of the Securities Act0000 Xxx) against any losses, claims, damages, liabilities and expense (including reasonable attorney feesattorneys’ fees and disbursements and other expenses incurred in connection with investigating, preparing or defending any action, claim or proceeding, pending or threatened, and the costs of enforcement thereof) resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the any Registration Statement or Statement, any preliminary Prospectus or preliminary prospectus final Prospectus contained therein, or in any amendment or supplement thereto thereof, or any Issuer Free Writing Prospectus, or any amendment or supplement thereof, or necessary to make the statements therein not misleading, to the extent that such untrue statement or omission is contained in any information regarding a Holder Indemnitee furnished in writing by such Stockholder a Holder Indemnitee to Parent the Company specifically for inclusion in the such Registration Statement or Prospectus Statement, Prospectus, or amendment or supplement theretothereof, Issuer Free Writing Prospectus, or amendment or supplement thereof, or in the case of an occurrence of an Allowed Delay or an event of the type specified in Section 3(h4(k), the use by such Holder Indemnitee of an outdated or defective Prospectus after Parent such Holder Indemnitee has notified received actual notice from the Stockholders in writing Company that the Prospectus is outdated or defective and prior to the receipt by the Stockholders each Stockholder of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such liability would have been corrected. In no event shall the The liability of any Stockholder be greater pursuant to this paragraph shall in amount than no event exceed the dollar amount of the net proceeds received by such Stockholder upon the sale from sales of the Registrable Securities included in the pursuant to such Registration Statement giving rise to such indemnification obligationor Prospectus or preliminary Prospectus or Issuer Free Writing Prospectus or amendment or supplement thereto.

Indemnification by the Stockholders. Each StockholderIn connection with any offering made pursuant to a Registration in which a Stockholder is participating, severally each such Stockholder will furnish to the Company in writing such information and not jointly, affidavits with respect to such Stockholder as the Company reasonably requests for use in connection with any registration statement or prospectus covering the Registrable Securities of such Stockholder and to the extent permitted by law agrees to indemnify and hold harmless, to harmless the fullest extent permitted by law, ParentCompany, its directors, officers, employees, stockholders officers and agents and each person Person who controls Parent (within the meaning of the Securities Act or the Exchange Act) the Company, against any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from expenses arising out of or based upon any untrue statement of a material fact or any omission of to state a material fact required to be stated in the Registration Statement or Prospectus or preliminary prospectus or amendment or supplement thereto therein or necessary to make the statements therein in the registration statement, prospectus or preliminary prospectus (in the case of the prospectus or preliminary prospectus, in light of the circumstances under which they were made) not misleading, to the extent extent, but only to the extent, that such untrue statement or omission is contained made in any reliance on and in conformity with the information regarding a Holder Indemnitee or affidavit with respect to such Stockholder so furnished in writing by such Stockholder to Parent specifically expressly for inclusion use in the Registration Statement registration statement, prospectus or Prospectus preliminary prospectus, or any amendment thereof or supplement thereto, thereto or in the case of an occurrence of an event of the type specified in Section 3(h), the use any document incorporated by such Holder Indemnitee of an outdated or defective Prospectus after Parent has notified the Stockholders in writing reference therein; provided that the Prospectus is outdated or defective obligation to indemnify shall be several (and prior to the receipt by the not joint) among such Stockholders of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such liability would have been corrected. In no event shall the liability of any each such Stockholder shall be greater in proportion to and limited to the net amount than the dollar amount of the proceeds received by such Stockholder upon from the sale of Registrable Securities pursuant to such Registration in accordance with the terms of this Agreement. The indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability, or Proceeding if such settlement is effected without the consent of such Stockholder, such consent not to be unreasonably withheld, conditioned or delayed. The Company and the Stockholders hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by the Stockholders, the only information furnished or to be furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities included or in any amendment, supplement or other materials associated therewith are statements specifically relating to (i) the Registration Statement giving rise beneficial ownership of shares of Common Stock by a Stockholder selling Registrable Securities covered by such registration statement and its Affiliates, (ii) transactions or the relationship between such Stockholder and its Affiliates, on the one hand, and the Company, on the other hand (iii) the name and address of such Stockholder and (iv) any additional information about such Stockholder or the plan of distribution required by law or regulation to be disclosed in any such indemnification obligationdocument.

Indemnification by the Stockholders. Each Stockholder, severally and not jointly, Stockholder agrees to indemnify and hold harmless, harmless (in the same manner and to the fullest same extent permitted by lawas set forth in Section 4(a) hereof) the Company, Parenteach member of the Board of Directors, its directorseach officer, officersemployee, employeesadvisor, stockholders representative and agent of the Company, Affiliates of the foregoing and each person Person, if any, who controls Parent (any of the foregoing within the meaning of the Securities Act or the Exchange Act) against , with respect to any losses, claims, damages, liabilities and expense (including reasonable attorney fees) resulting from any untrue statement or alleged untrue statement of a material fact in or any omission of or alleged omission to state a material fact required to be stated in the from such Registration Statement Statement, any Prospectus contained therein, or Prospectus or preliminary prospectus or any amendment or supplement thereto or necessary to make the statements therein not misleadingthereto, to the extent extent, but only to the extent, that such untrue statement or alleged untrue statement or omission is contained or alleged omission was made in any reliance upon and in conformity with written information regarding a Holder Indemnitee about such Stockholder furnished in writing to the Company by such Stockholder to Parent specifically for inclusion in the such Registration Statement or Prospectus or Statement, Prospectus, amendment or supplement theretoand has not been corrected in a subsequent Registration Statement, any Prospectus contained therein, or in the case of an occurrence of an event of the type specified in Section 3(h), the use by such Holder Indemnitee of an outdated any amendment or defective Prospectus after Parent has notified the Stockholders in writing that the Prospectus is outdated or defective and supplement thereto prior to the receipt by the Stockholders of an amended or supplemented Prospectus, but only if and to the extent that following the receipt of the amended or supplemented Prospectus the misstatement or omission giving rise to such liability would have been corrected. In no event shall the liability of any Stockholder be greater in amount than the dollar amount of the proceeds received by such Stockholder upon concurrently with the sale of the Registrable Securities included to the person asserting the claim; provided, however, that the Stockholder shall not be liable for any amounts in excess of the Registration Statement giving rise net proceeds received by such Stockholder from sales of Registrable Securities pursuant to the registration statement to which the claims relate, and provided, further, that the obligations of the Stockholders shall be several and not joint and several. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the transfer of such indemnification obligationsecurities by the Company.