GNC 2008 Annual Report Download - page 203

fees and disbursements) arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any registration statement,
prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, in which such Stockholder participates in an offering of Registrable
Securities or in any document incorporated by reference therein or any omission or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein (in the case of the prospectus or any preliminary prospectus, in the light of the circumstances under which
they were made) not misleading, except insofar as the same are made in reliance on and in conformity with any information with respect to such Stockholder
furnished in writing to the Company by such Stockholder expressly for use therein.
(b) Indemnification by the Stockholders. In connection with any registration statement in which a Stockholder is participating, each such Stockholder
will furnish to the Company in writing such information and 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 the Company, its directors, officers and agents and each Person who controls (within the meaning of the 1933 Act or the 1934
Act) the Company, against any losses, claims, damages, liabilities and expenses arising out of or based upon any untrue statement of a material fact or any
omission to state a material fact required to be stated therein or necessary to make the statements 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,
but only to the extent, that such untrue statement or omission is made in reliance on and in conformity with the information or affidavit with respect to such
Stockholder so furnished in writing by such Stockholder expressly for use in the registration statement or prospectus; provided, that the obligation to
indemnify shall be several, not joint and several, among such Stockholders and the liability of each such Stockholder shall be in proportion to and limited to
the net amount received by such Stockholder from the sale of Registrable Securities pursuant to such registration statement in accordance with the terms of
this Agreement. The indemnity agreement contained in this Section 5.05(b) shall not apply to amounts paid in settlement of any such loss, claim, damage,
liability, action or proceeding if such settlement is effected without the consent of such Stockholder. The Company and the holders of the Registrable
Securities hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such holders, the only information furnished or to be
furnished to the Company for use in any registration statement or prospectus relating to the Registrable Securities or in any amendment, supplement or
preliminary materials associated therewith are statements specifically relating to (a) the beneficial ownership of shares of Stock by such holder and its
Affiliates, (b) the name and address of such holder and (c) any additional information about such holder or the plan of distribution (other than for an
underwritten offering) required by law or regulation to be disclosed in any such document.
(c) Conduct of Indemnification Proceedings. Any Person entitled to indemnification hereunder will (i) give prompt written notice to the indemnifying
party of any claim with respect to which it seeks indemnification and (ii) unless in such indemnified party's reasonable judgment a conflict of interest may
exist between such indemnified and indemnifying parties with respect to such claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party. The failure to so notify the indemnifying party shall not relieve the indemnifying party from any
liability hereunder with respect to the action, except to the extent that such indemnifying party is materially prejudiced by the failure to give such notice;
provided, that any such failure shall not relieve the indemnifying party from any other liability which it may have to any other party or to such indemnified
party other than pursuant to this Section 5.05. No indemnifying party in the defense of any such claim or litigation, shall, except with the consent of such
indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as
an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party