Indemnification by Shareholders. The Shareholders agree to indemnify, jointly and severally, and hold harmless ▇▇▇▇▇▇▇, its stockholders, directors, officers and each Person, if any, who Controls ▇▇▇▇▇▇▇ within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from ▇▇▇▇▇▇▇ to the Shareholders in Section 10(a) of this Shareholder Agreement but only with reference to information relating to the Shareholders furnished in writing to ▇▇▇▇▇▇▇ by the Shareholders specifically for use in the Resale Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto); provided, however, that the Shareholders shall not be obligated to provide such indemnity to the extent that such Damages result from a failure of ▇▇▇▇▇▇▇ to promptly amend or take action to correct or supplement any such Resale Registration Statement or prospectus on the basis of corrected or supplemental information provided in writing by the Shareholders to ▇▇▇▇▇▇▇ expressly for such purpose. In no event shall the liability of the Shareholders hereunder be greater in amount than the amount of the proceeds received by the Shareholders upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 3 contracts
Sources: Shareholder Agreement (Michael Foods Inc /Mn), Shareholder Agreement (Michael Foods Inc), Shareholder Agreement (Michael Foods Inc /Mn)
Indemnification by Shareholders. The Shareholders agree to indemnify, jointly and severally, and hold harmless ▇▇▇▇Mich▇▇▇, its ▇▇s stockholders, directors, officers and each Person, if any, who Controls controls Mich▇▇▇ ▇▇▇▇▇▇▇ within hin the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from ▇▇▇▇Mich▇▇▇ to ▇▇ the Shareholders in Section 10(a) of this Shareholder Agreement but only with reference to information relating to the Shareholders furnished in writing to ▇▇▇▇Mich▇▇▇ by ▇▇ the Shareholders specifically for use in the Resale Registration Statement (or any amendment thereto) or any prospectus (or any amendment or supplement thereto); provided, however, that the Shareholders shall not be obligated to provide such indemnity to the extent that such Damages result from a failure of ▇▇▇▇Mich▇▇▇ to ▇▇ promptly amend or take action to correct or supplement any such Resale Registration Statement or prospectus on the basis of corrected or supplemental information provided in writing by the Shareholders to Mich▇▇▇ ▇▇▇▇▇▇▇ expressly ressly for such purpose. In no event shall the liability of the Shareholders hereunder be greater in amount than the amount of the proceeds received by the Shareholders upon the sale of the Registrable Securities giving rise to such indemnification obligation.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Michael Foods Inc), Shareholder Agreement (Papetti Arthur J), Agreement and Plan of Reorganization (Michael Foods Inc)