Common use of By Each Selling Holder Clause in Contracts

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstex, its directors and officers, and each Person, if any, who controls Crosstex within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 7 contracts

Samples: Registration Rights Agreement (Crosstex Energy Inc), Registration Rights Agreement (Crosstex Energy Lp), Stock Purchase Agreement (Crosstex Energy Inc)

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By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexRegency, its directors and officers, and each Person, if any, who controls Crosstex Regency within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex Regency 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 7 contracts

Samples: Registration Rights Agreement (Regency Energy Partners LP), Registration Rights Agreement (Energy Transfer Equity, L.P.), Registration Rights Agreement (Regency Energy Partners LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexContango, its directors and directors, officers, employees, representatives and agents and each Person, if any, who controls Crosstex Contango within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex Contango 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto; provided, however, that the . The maximum liability of each Selling Holder for any such indemnification shall not be greater in amount than exceed the dollar amount of the net proceeds (net of any Selling Expenses) received by such Selling Holder seller from the sale of the such Selling Holder’s Registrable Securities giving rise to such indemnificationSecurities.

Appears in 6 contracts

Samples: Registration Rights Agreement (Contango Oil & Gas Co), Registration Rights Agreement (Contango Oil & Gas Co), Purchase Agreement (Contango Oil & Gas Co)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexMarkWest, its Affiliates and their respective directors and officers, and each Person, if any, who controls Crosstex MarkWest within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex MarkWest 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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: Registration Rights Agreement (Markwest Energy Partners L P), Registration Rights Agreement (Markwest Hydrocarbon Inc), Registration Rights Agreement (Markwest Energy Partners L P)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexEnterprise, its directors and directors, officers, employees and agents and each Person, if any, who controls Crosstex Enterprise within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex Enterprise 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 the Shelf Registration Statement any registration statement contemplated by this Agreement or any prospectus contained therein or any amendment or supplement thereof or any free writing prospectus relating to the Registrable Securities, or any amendment or supplement 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 (Enterprise Products Partners L.P.), Registration Rights Agreement (Enterprise Products Partners L.P.), Liquidity Option Agreement (Enterprise Products Partners L P)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstexthe Company, its Affiliates and their respective directors and officers, and each Person, if any, who controls Crosstex the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Eagle Rock Energy Partners, L.P.), Registration Rights Agreement (Eagle Rock Energy Partners, L.P.), Registration Rights Agreement (Eagle Rock Energy Partners, L.P.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexParent, its directors and officers, and each Person, if any, who controls Crosstex Parent within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex Parent 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Earthstone Energy Inc), Registration Rights Agreement (Earthstone Energy Inc), Contribution Agreement (Earthstone Energy Inc)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexInergy, its directors and officers, and each Person, if any, who controls Crosstex Inergy within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex Inergy 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Inergy L P), Registration Rights Agreement (Inergy Holdings, L.P.), Registration Rights Agreement (Inergy L P)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexRegency, its directors and officers, and each Person, if any, who controls Crosstex Regency within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex Regency 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Energy Transfer Partners, L.P.), Registration Rights Agreement (Regency Energy Partners LP), Contribution Agreement (Regency Energy Partners LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexParent, its directors and officers, and each Person, if any, who controls Crosstex Parent within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex Parent 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 4 contracts

Samples: Registration Rights Agreement (Earthstone Energy Inc), Registration Rights Agreement (Earthstone Energy Inc), Registration Rights Agreement (Earthstone Energy Inc)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexETP, its directors and officers, and each Person, if any, who controls Crosstex ETP within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex ETP 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Energy Transfer Partners, L.P.), Contribution Agreement (Energy Transfer Equity, L.P.), Contribution Agreement (Energy Transfer Partners, L.P.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstexthe Company, its directors and directors, officers, employees, representatives and agents and each Person, if any, who controls Crosstex the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement thereto; provided, however, that the . The maximum liability of each Selling Holder for any such indemnification shall not be greater in amount than exceed the dollar amount of the net proceeds (net of any Selling Expenses) received by such Selling Holder seller from the sale of the such Selling Holder’s Registrable Securities giving rise to such indemnificationSecurities.

Appears in 3 contracts

Samples: Registration Rights Agreement (Calumet, Inc. /DE), Conversion Agreement (Calumet Specialty Products Partners, L.P.), Conversion Agreement (Calumet Specialty Products Partners, L.P.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexK-Sea, its directors and officers, and each Person, if any, who controls Crosstex K-Sea within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex K-Sea 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (K-Sea Transportation Partners Lp), Registration Rights Agreement (K-Sea Transportation Partners Lp), Registration Rights Agreement (K-Sea Transportation Partners Lp)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexRegency, its directors and officers, and each Person, if any, who controls Crosstex Regency within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex Regency 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Regency Energy Partners LP), Contribution Agreement (Eagle Rock Energy Partners L P), Contribution Agreement (Regency Energy Partners LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexTLP, its directors and officers, and each Person, if any, who controls Crosstex TLP within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex TLP 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (TransMontaigne Partners L.P.), Registration Rights Agreement (TransMontaigne Partners L.P.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexRegency, its directors and officers, and each Person, if any, who controls Crosstex Regency within the meaning of the Securities Act or of and the Exchange Act to the same extent as the foregoing indemnity from Crosstex Regency 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 the Shelf Registration Statement or such registration statement, any preliminary prospectus supplement relating to the Registrable Securities, or final prospectus included therein or any amendment or supplement 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 (Regency Energy Partners LP), Class C Unit Purchase Agreement (Regency Energy Partners LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstex, its directors and directors, officers, employees and agents and each Person, if any, who controls Crosstex within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Crosstex Energy Lp), Registration Rights Agreement (Crosstex Energy Lp)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexCopano, its directors directors, officers, employees and officersagents, and each Person, if any, who controls Crosstex Copano within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex Copano 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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: Contribution Agreement (Copano Energy, L.L.C.), Registration Rights Agreement (Copano Energy, L.L.C.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstexthe Company, its directors and officers, and each Person, if any, who controls Crosstex the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Merck & Co Inc), Registration Rights Agreement (Foxhollow Technologies, Inc.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstexthe Company, its directors and officers, and each Person, if any, who controls Crosstex the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (MyDx, Inc.), Registration Rights Agreement (SafeStitch Medical, Inc.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexETE, its directors and officers, and each Person, if any, who controls Crosstex ETE within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex ETE 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 the Shelf Registration Statement any registration statement contemplated by this Agreement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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: Unitholder Rights and Restrictions Agreement (Enterprise GP Holdings L.P.), Unitholder Rights and Restrictions Agreement (Energy Transfer Equity, L.P.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstexthe Company, its directors and officers, and each Person, if any, who controls Crosstex 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 Crosstex 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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: Securities Purchase Agreement (Earthstone Energy Inc), Registration Rights Agreement (Resolute Energy Corp)

By Each Selling Holder. Each Selling Holder agrees agrees, severally and not jointly jointly, to indemnify and hold harmless Crosstexthe Company, its directors and officers, and each Person, if any, who controls Crosstex the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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: Supplement to Subscription Agreement (Legacy Education Alliance, Inc.), Registration Rights Agreement (Legacy Education Alliance, Inc.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexEnbridge Partners, its directors and officers, and each Person, if any, who controls Crosstex Enbridge Partners within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex Enbridge Partners 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securitiesany Prospectus, or any amendment or supplement 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 (Enbridge Energy Partners Lp), Registration Rights Agreement (Enbridge Energy Partners Lp)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexRegency, its directors and officers, and each Person, if any, who controls Crosstex Regency within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex Regency 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 the Shelf Registration Statement registration statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Regency Energy Partners LP), Contribution Agreement (Regency Energy Partners LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexETP, its directors and officers, and each Person, if any, who controls Crosstex ETP within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex ETP 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 the Shelf Registration Statement or any prospectus supplement relating to the Registrable Securities, contained therein or any amendment or supplement thereto; thereof relating to 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: Unit Purchase Agreement, Unit Purchase Agreement

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexETE, its directors and officers, and each Person, if any, who controls Crosstex ETE within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex ETE 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 the Shelf Registration Statement Statement, or such other registration statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Energy Transfer Equity, L.P.), Registration Rights Agreement (Energy Transfer Equity, L.P.)

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By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexETP, its directors and officers, and each Person, if any, who controls Crosstex ETP within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex ETP 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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: Unit Purchase Agreement (Energy Transfer Partners, L.P.), Unit Purchase Agreement (Energy Transfer Equity, L.P.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexENP, its directors and officers, and each Person, if any, who controls Crosstex ENP within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex ENP 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Encore Energy Partners LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstexthe Partnership, its directors and officers, and each Person, if any, who controls Crosstex the Partnership within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex the 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (CVR Partners, Lp)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexPartners, its directors and directors, officers, employees and agents and each Person, if any, who controls Crosstex Partners within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex Partners 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 the Shelf any Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Markwest Energy Partners L P)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexETE, its directors and officers, and each Person, if any, who controls Crosstex ETE within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex ETE 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Energy Transfer Equity, L.P.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexMarkWest, its Affiliates and their respective directors and officers, and each Person, if any, who controls Crosstex MarkWest within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex MarkWest 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 the Shelf a Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Markwest Energy Partners L P)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexCopano, its directors directors, officers, employees and officersagents, and each Person, if any, who controls Crosstex Copano within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex Copano 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Copano Energy, L.L.C.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexCopano, its directors and officers, and each Person, if any, who controls Crosstex Copano within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex Copano 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Copano Energy, L.L.C.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexParent, its directors and directors, officers, employees and agents and each Person, if any, who controls Crosstex Parent within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex Parent 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Earthstone Energy Inc)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexETP, its directors and officers, and each Person, if any, who controls Crosstex ETP within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex ETP 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Energy Transfer Partners, L.P.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstexthe Partnership, its Affiliates and their respective directors and officers, and each Person, if any, who controls Crosstex the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex the 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 the Shelf Registration Statement registration statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (JP Energy Partners LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexRing Energy, its directors and officers, officers and each Person, if any, who controls Crosstex Ring Energy within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex Ring Energy 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Ring Energy, Inc.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexParent, its directors and directors, officers, employees and agents and each Person, if any, who controls Crosstex Parent within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex Parent 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Earthstone Energy Inc)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crosstexthe Partnership, its directors and officers, and each Person, if any, who controls Crosstex the Partnership within the meaning of the Securities Act or of the Exchange Act against any Losses to the same extent as the foregoing indemnity from Crosstex the 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Breitburn Energy Partners LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexCompany, its directors and directors, officers, employees and agents and each Person, if any, who controls Crosstex 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 Crosstex 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 the Shelf Registration Statement or any prospectus contained therein or any amendment or supplement thereof relating to the Registrable Securities, or any amendment or supplement 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 (Bounty Minerals, Inc.)

By Each Selling Holder. Each Selling Holder agrees agrees, severally and not jointly jointly, to indemnify and hold harmless Crosstexthe Company, its directors and officers, and each Personperson, if any, who controls Crosstex the Company within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Cardax, Inc.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrosstexHEP, its directors and officers, and each Person, if any, who controls Crosstex HEP within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from Crosstex 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 the Shelf Registration Statement or prospectus supplement relating to the Registrable Securities, or any amendment or supplement 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 (Holly Energy Partners Lp)

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