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 Crestwood, the general partner of Crestwood and each of their respective directors, officers, employees and agents and each Person, if any, who controls Crestwood within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from Crestwood 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 Resale Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof; 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: Contribution Agreement (Crestwood Equity Partners LP), Registration Rights Agreement (Crestwood Equity Partners LP), Merger Agreement (Crestwood Equity Partners LP)

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By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crestwoodthe Partnership, the general partner of Crestwood and each of General Partner, their respective directors, officers, employees and agents and each Person, if any, who controls Crestwood the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from Crestwood 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 Resale such Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement 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 5 contracts

Samples: Registration Rights Agreement (Sanchez Midstream Partners LP), Registration Rights Agreement (Sanchez Production Partners LP), Class B Preferred Unit Purchase Agreement (Sanchez Production Partners LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless CrestwoodUSWS, the general partner of Crestwood and each of their respective its directors, officers, employees and agents and each Person, if any, who controls Crestwood USWS within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, Act to the same extent as the foregoing indemnity from Crestwood USWS 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 Resale Shelf Registration Statement or Statement, any other registration statement contemplated by this Agreement, any preliminary prospectus, Agreement or prospectus supplement, free writing prospectus or final prospectus contained thereinsupplement relating to the Registrable Securities, or any amendment or supplement thereofthereto; 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 indemnificationindemnification less the amount of any damages that such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Appears in 5 contracts

Samples: Registration Rights Agreement (U.S. Well Services, Inc.), Registration Rights Agreement (Crestview Partners III GP, L.P.), Registration Rights Agreement (U.S. Well Services, Inc.)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crestwoodthe Partnership, the general partner of Crestwood and each of their respective Partnership Entities, the General Partner’s directors, officers, employees and agents and each Person, if anywho, who directly or indirectly, controls Crestwood the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, Act to the same extent as the foregoing indemnity from Crestwood the Partnership to the Selling Holders, but only with respect to Losses incurred solely and to the extent of information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Resale a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement thereofthereto 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 (CSI Compressco LP), Registration Rights Agreement (Tetra Technologies Inc), Registration Rights Agreement (CSI Compressco LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crestwoodthe Partnership, the general partner of Crestwood its Affiliates and each of their respective directors, officers, employees and agents and each Person, if any, who controls Crestwood the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, Act to the same extent as the foregoing indemnity from Crestwood the Partnership to the Selling Holders, but only with respect to (i) information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Resale Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained thereinsupplement relating to the Registrable Securities, or any amendment or supplement thereofthereto or (ii) the breach by any Selling Holder of the agreements by such Selling Holder set forth in Section 2.01(c) or Section 2.05(a); 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 (Abraxas Energy Partners LP), Registration Rights Agreement (Abraxas Petroleum Corp)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crestwoodthe Partnership, the general partner of Crestwood General Partner, and each of their respective directors, officers, employees members, managers, employees, representatives and agents and each Person, if any, who controls Crestwood the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees members, managers, employees, representatives and agents, to the same extent as the foregoing indemnity from Crestwood the Partnership to the Selling Holders, but only with respect to written information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Resale Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof; 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 2 contracts

Samples: Registration Rights Agreement (Enviva Partners, LP), Registration Rights Agreement (Enviva Partners, LP)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crestwoodthe Partnership, the general partner of Crestwood and each of their respective General Partner, its directors, officers, employees and agents and each Person, if any, who controls Crestwood the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from Crestwood 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 Resale Registration Statement, Automatic Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof; 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 (Penn Virginia Resource Partners L P), Class B Unit Purchase Agreement (Penn Virginia Resource Partners L P)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crestwood, the general partner of Crestwood Company and each of the Guarantors, their respective directors, officers, employees and agents and each Person, if any, who controls Crestwood the Company or such Guarantor within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from Crestwood the Company and each of the Guarantors 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 Resale such Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement 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 (Seaspan CORP), Registration Rights Agreement (Seaspan CORP)

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By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crestwoodthe Partnership, the general partner of Crestwood and each of their respective General Partner, its directors, officers, employees and agents and each Person, if any, who controls Crestwood the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from Crestwood 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 Resale Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement 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 (Energy Transfer Equity, L.P.), Common 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 Crestwoodthe Partnership, the general partner of Crestwood and each of their respective General Partner, its directors, officers, employees and agents and each Person, if any, who controls Crestwood the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from Crestwood 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 Resale Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, preliminary prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, or any amendment or supplement 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: Unit Purchase Agreement

By Each Selling Holder. Each Selling Holder agrees severally and not jointly or jointly and severally to indemnify and hold harmless Crestwoodthe Partnership, the general partner of Crestwood General Partner and each of their respective the General Partner’s directors, officers, employees and agents and each Person, if anywho, who directly or indirectly, controls Crestwood the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, Act to the same extent as the foregoing indemnity from Crestwood the Partnership to the Selling Holders, but only with respect to Losses incurred solely and to the extent of information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Resale a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement thereofthereto 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 (Stonemor Partners Lp)

By Each Selling Holder. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Crestwood, the general partner of Crestwood and each of their respective directors, officers, employees and agents and each Person, if any, who controls Crestwood within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from Crestwood 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 Resale Registration Statement or any other registration statement contemplated by this AgreementStatement, any preliminary prospectus, prospectus supplement, free writing prospectus or final prospectus contained therein, or any amendment or supplement thereof; 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 (Crestwood Midstream Partners LP)

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