By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 9 contracts
Samples: Registration Rights and Lock Up Agreement (Archrock, Inc.), Purchase and Sale Agreement (Archrock, Inc.), Registration Rights Agreement (Archrock, Inc.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s Company and its directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 8 contracts
Samples: Registration Rights Agreement (Equitrans Midstream Corp), Registration Rights Agreement (Equitrans Midstream Corp), Preferred Restructuring Agreement (Equitrans Midstream Corp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 8 contracts
Samples: Registration Rights Agreement (NGL Energy Partners LP), Class D Preferred Unit and Warrant Purchase Agreement (NGL Energy Partners LP), Class D Preferred Unit and Warrant Purchase Agreement (NGL Energy Partners LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this AgreementAgreements, or any preliminary prospectus, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 5 contracts
Samples: Common Unit Purchase Agreement, Common Unit Purchase Agreement (Rose Rock Midstream, L.P.), Registration Rights Agreement (Rose Rock Midstream, L.P.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the CompanyGeneral Partner, the GP Entities, GP LLC’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 5 contracts
Samples: Limited Partnership Agreement, Limited Partnership Agreement (Plains Gp Holdings Lp), Registration Rights Agreement (Plains All American Pipeline Lp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyCorporation, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Corporation within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Corporation to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement such registration statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 4 contracts
Samples: Registration Rights Agreement (Sanchez Energy Corp), Securities Purchase Agreement (Sanchez Energy Corp), Registration Rights Agreement (Sanchez Energy Corp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the CompanyManaging Member, the Managing Member’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 4 contracts
Samples: Registration Rights Agreement (EnLink Midstream, LLC), Registration Rights Agreement (EnLink Midstream, LLC), Preferred Restructuring Agreement (EnLink Midstream Partners, LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanySeller, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Seller within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Seller to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 4 contracts
Samples: Registration Rights Agreement (McMoran Exploration Co /De/), Registration Rights Agreement (Freeport McMoran Copper & Gold Inc), Stock Purchase Agreement (McMoran Exploration Co /De/)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the CompanyManaging Member, the Managing Member’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 4 contracts
Samples: Registration Rights Agreement (EnLink Midstream, LLC), Securities Purchase Agreement (EnLink Midstream Partners, LP), Securities Purchase Agreement (EnLink Midstream Partners, LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 4 contracts
Samples: Registration Rights Agreement (W&t Offshore Inc), Registration Rights Agreement (LSB Industries Inc), Securities Purchase Agreement (LSB Industries Inc)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (Niska Gas Storage Partners LLC), Registration Rights Agreement (Niska Gas Storage Partners LLC), Registration Rights Agreement (Petrosearch Energy Corp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s directors, its directors and officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, Agreement or any preliminary prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment or supplement thereto or any free writing prospectus thereof relating theretoto the Registrable Securities; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (Seacor Holdings Inc /New/), Registration Rights Agreement (California Resources Corp), Registration Rights Agreement
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s directors, its directors and officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or Statement, any other registration statement contemplated by this Agreement, Agreement or any preliminary prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment or supplement thereto or any free writing prospectus thereof relating theretoto the Registrable Securities; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (Tengasco Inc), Registration Rights Agreement (Riley Exploration - Permian, LLC), Registration Rights Agreement (Riley Exploration - Permian, LLC)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectusprospectus or prospectus supplement, free writing prospectus supplement or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (Arc Logistics Partners LP), Registration Rights Agreement (Arc Logistics Partners LP), Unit Purchase Agreement (Arc Logistics Partners LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (McDermott International Inc), Registration Rights Agreement (McDermott International Inc), Securities Purchase Agreement (McDermott International Inc)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Unit Purchase Agreement (Boardwalk Pipeline Partners, LP), Registration Rights Agreement (Boardwalk Pipeline Partners, LP), Registration Rights Agreement (Boardwalk Pipeline Partners, LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyBreitBurn, the Company’s directors, its directors and officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company BreitBurn within the meaning of the Securities Act or of the Exchange Act Act, and its directors and officers, to the same extent as the foregoing indemnity from the Company BreitBurn to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained included therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (BreitBurn Energy Partners L.P.), Registration Rights Agreement (BreitBurn Energy Partners L.P.), Registration Rights Agreement (BreitBurn Energy Partners L.P.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this Agreement, or any preliminary prospectus, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Securities Agreement (American Midstream Partners, LP), Registration Rights Agreement (American Midstream Partners, LP), Common Unit Purchase Agreement (American Midstream Partners, LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (Legacy Reserves Lp), Registration Rights Agreement (Rio Vista Energy Partners Lp), Registration Rights Agreement (Enterprise GP Holdings L.P.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Contribution Agreement, Registration Rights Agreement (USA Compression Partners, LP), Contribution Agreement (USA Compression Partners, LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (Magellan Midstream Holdings Lp), Registration Rights Agreement (Williams Partners L.P.), Registration Rights Agreement (Global Partners Lp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyHEP, the Company’s General Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company HEP within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company HEP to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (Holly Energy Partners Lp), Common Unit Purchase Agreement (Holly Energy Partners Lp), Common Unit Purchase Agreement (Holly Energy Partners Lp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyMcMoRan, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company McMoRan within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company McMoRan to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 3 contracts
Samples: Registration Rights Agreement (Plains Exploration & Production Co), Registration Rights Agreement (McMoran Exploration Co /De/), Registration Rights Agreement (McMoran Exploration Co /De/)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Boardwalk Pipeline Partners, LP), Class B Unit Purchase Agreement (Boardwalk Pipeline Partners, LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents agents, and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained included therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (EV Energy Partners, LP), Registration Rights Agreement (EV Energy Partners, LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyCorporation, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Corporation within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Corporation to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Interim Investors Agreement, Interim Investors Agreement (Sanchez Energy Corp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner and each of their respective directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Resale Registration Statement or any other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Regency Energy Partners LP), Registration Rights Agreement (Crestwood Midstream Partners LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Atlas Corp.), Registration Rights Agreement (Seaspan CORP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner and each of their directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (KNOT Offshore Partners LP), Series a Preferred Unit Purchase Agreement (KNOT Offshore Partners LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and the other Selling Holders, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Evolve Transition Infrastructure LP), Registration Rights Agreement (Evolve Transition Infrastructure LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Continental Resources, Inc), Registration Rights Agreement (Continental Resources Inc)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus or prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Rhino Resource Partners LP), Registration Rights Agreement (Rhino Resource Partners LP)
By Each Selling Holder. Each Selling Holder agrees agrees, severally and not jointly jointly, to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Great Ajax Corp.), Registration Rights Agreement (Great Ajax Corp.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPNG, the Company’s directors, its directors and officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company PNG within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company PNG to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or any other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereto or any free writing prospectus thereof relating theretoto the Registrable Securities; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Paa Natural Gas Storage Lp), Registration Rights Agreement (Paa Natural Gas Storage Lp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this AgreementStatement, any preliminary prospectusprospectus or prospectus supplement, free writing prospectus supplement or final prospectus or prospectus supplement contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Abengoa Yield PLC), Registration Rights Agreement (Abengoa, S.A.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyCorporation, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Corporation within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Corporation to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Carrizo Oil & Gas Inc), Preferred Stock Purchase Agreement (Carrizo Oil & Gas Inc)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyCorporation, the Company’s directors, its Affiliates and their respective directors and officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Corporation within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company Corporation to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or any such other registration statement contemplated by this Agreementstatement, any preliminary prospectus, or prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (PBF Energy Inc.), Registration Rights Agreement (PBF Energy Inc.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 2 contracts
Samples: Registration Rights Agreement (Titan Energy, LLC), Registration Rights Agreement (Atlas Energy Group, LLC)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyTeekay, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Teekay within the meaning of the Securities Act or of and the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Teekay to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees employees, advisors, attorneys and agents Affiliates and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (ProPetro Holding Corp.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the CompanyGeneral Partner and the General Partner’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement Agreement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (Emerge Energy Services LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly agrees to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner, and their respective directors, officers, employees employees, and agents and each Person, Person who, directly or indirectly, controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder Holders from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Contribution Agreement (NextEra Energy Partners, LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the CompanyGeneral Partner and the Managing General Partner’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder (net of Selling Expenses) from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (Natural Resource Partners Lp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly with any other Selling Holder to indemnify and hold harmless the Company, the Company’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
By Each Selling Holder. Each Selling Holder agrees severally and ------------------------ not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (Petrosearch Energy Corp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a such Registration Statement or any other 16 registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (Ocwen Financial Corp)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or Statement, any other registration statement statement, Base Prospectus Supplement or other prospectus contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Series a Notes and Common Share Purchase Agreement (Akumin Inc.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly agrees to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner and their respective directors, officers, employees employees, and agents and each Person, who, directly or indirectly, controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement supplement, or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder Holders from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (NextEra Energy Partners, LP)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or any other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (El Paso Pipeline Partners, L.P.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder 740340033 20666918 furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto thereof, or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities Shares giving rise to such indemnification.
Appears in 1 contract
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s directors, its directors and officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or Statement, any other registration statement contemplated by this Agreement, Agreement or any preliminary prospectus, prospectus supplement or final prospectus contained therein, therein or any amendment or supplement thereto or any free writing prospectus thereof relating theretoto the Registrable Securities; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (Extraction Oil & Gas, LLC)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyPartnership, the Company’s General Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating theretothereof; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (Penn Virginia Resource Partners L P)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the CompanyU.S. Shipping, the Company’s its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Company U.S. Shipping within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Company U.S. Shipping to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (U.S. Shipping Partners L.P.)
By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Company, the Company’s its directors, officers, employees employees, advisors, attorneys and agents Affiliates and each Person, whoif any, directly or indirectly, who controls the Company within the meaning of the Securities Act or of the Exchange Act to the same extent and subject to the same limitations as the foregoing indemnity from the Company to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the liability of each Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification.
Appears in 1 contract
Samples: Registration Rights Agreement (ProPetro Holding Corp.)