Common use of By Each Selling Holder Clause in Contracts

By Each Selling Holder. (i) Each Selling Holder agrees severally and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if any, who controls 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 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 a Registration Statement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement 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. (ii) Each Redemptee agrees severally and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if any, who controls 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 the Partnership to the Redemptee, but only with respect to information regarding such Redemptee furnished in writing by or on behalf of such Redemptee expressly for inclusion in a Registration Statement, prospectus supplement, offering memorandum, or similar marketing document relating to the Primary Units, or any amendment or supplement thereto; provided, however, that the liability of each Redemptee shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Redemptee from its pro rata share of the Redemption.

By Each Selling Holder. (i) Each As a condition to including any Registrable Securities to be offered by a Selling Holder agrees in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, each Selling Holder agrees, severally and not jointly jointly, to be bound by the terms of this Section 2.8(b) and to indemnify and hold harmless the PartnershipCompany, its directors, officers, employees legal counsel and agents and accountants, each Person, if any, who controls the Partnership Company within the meaning of Section 15 of the Securities Act, any underwriter, and any controlling Person within the meaning of Section 15 of the Securities Act of any such underwriter, against any Losses, joint or several, to which the Company or any such director, officer, underwriter or controlling Person may become subject under the Securities Act or of the Exchange Actotherwise, (i) if and its directors, officers, employees and agents, to the same extent as the foregoing indemnity that any such Loss (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Partnership to the Selling Holderssuch Shelf Registration Statement or other registration statement, but only preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or amendment or supplement thereof, if such untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon and made in conformity with respect to information regarding such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for use or inclusion in a the Shelf Registration StatementStatement or other registration statement contemplated by this Agreement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, therein or any amendment or supplement thereof, as applicable, or (ii) if and to the extent that such Loss results from the Selling Holders failing to comply with the terms of the plan of distribution mechanics described in the applicable prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, legal counsel, accountants, underwriter or controlling Person and shall survive the transfer of such shares by the Selling Holders, and such Selling Holder shall reimburse the Company, and each such director, officer, legal counsel, accountants, underwriter or controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the liability of each Selling Holder under this Section 2.8(b) shall not be greater in amount than the dollar amount of the gross proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification. (ii) Each Redemptee agrees severally and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if any, who controls 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 the Partnership to the Redemptee, but only with respect to information regarding such Redemptee furnished in writing by or on behalf of such Redemptee expressly for inclusion in a Registration Statement, prospectus supplement, offering memorandum, or similar marketing document relating to the Primary Units, or any amendment or supplement thereto; provided, however, that the liability of each Redemptee shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Redemptee from its pro rata share of the Redemption.

By Each Selling Holder. (i) Each In the event of a registration of any Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Holder agrees severally and not jointly to indemnify and hold harmless the PartnershipCompany, its directors, officers, employees employees, agents and agents managers, and each Person, if any, who controls the Partnership Company within the meaning of the Securities Act or of and the Exchange Act, and its directors, officers, employees employees, agents and agentsmanagers, against any Losses, joint or several, to which the same extent Company or such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the foregoing indemnity from case of any prospectus, in the Partnership light of the circumstances under which such statement is made) contained in a Mandatory Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Selling Holdersstatements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Company, its directors and officers and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings, but in the case of each of clause (i) and (ii) of this Section 6(b), 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 Mandatory Registration StatementStatement or any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus supplementcontained therein, or any free writing prospectus or final prospectus or prospectus supplement contained thereinrelated thereto, 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. (ii) Each Redemptee agrees severally . Such indemnity shall remain in full force and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning effect regardless 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 the Partnership to the Redemptee, but only with respect to information regarding such Redemptee furnished in writing any investigation made by or on behalf of such Redemptee expressly for inclusion in a Registration Statement, prospectus supplement, offering memorandum, or similar marketing document relating to the Primary Units, Company or any amendment such director, officer, employee, agent, manager or supplement thereto; providedcontrolling Person, however, that and shall survive the liability transfer of each Redemptee shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received such securities by such Redemptee from its pro rata share of the RedemptionSelling Holder.

By Each Selling Holder. (i) Each As a condition to including any Registrable Securities to be offered by a Selling Holder agrees in the Shelf Registration Statement or any other registration statement contemplated by this Agreement, each Selling Holder agrees, severally and not jointly jointly, to be bound by the terms of this Section 2.8(b) and to indemnify and hold harmless the PartnershipCompany, its directors, officers, employees legal counsel and agents and accountants, each Person, if any, who controls the Partnership Company within the meaning of Section 15 of the Securities Act, any underwriter, and any controlling Person within the meaning of Section 15 of the Securities Act of any such underwriter, against any Losses, joint or several, to which the Company or any such director, officer, underwriter or controlling Person may become subject under the Securities Act or of the Exchange Actotherwise, if and its directors, officers, employees and agents, to the same extent as the foregoing indemnity that any such Loss (or action or proceeding, whether commenced or threatened, in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from the Partnership to the Selling Holderssuch Shelf Registration Statement or other registration statement, but only preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or amendment or supplement thereof, if such untrue statement, alleged untrue statement, omission or alleged omission was made in reliance upon and made in conformity with respect to information regarding such Selling Holder furnished in writing to the Company by or on behalf of such Selling Holder expressly for use or inclusion in a the Shelf Registration StatementStatement or other registration statement contemplated by this Agreement, any preliminary prospectus or prospectus supplement, free writing prospectus or final prospectus or prospectus supplement contained therein, therein or any amendment or supplement thereof, as applicable, or if and to the extent that such Loss results from the Selling Holders failing to comply with the terms of the plan of distribution mechanics described in the applicable prospectus. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, legal counsel, accountants, underwriter or controlling Person and shall survive the transfer of such shares by the Selling Holders, and such Selling Holder shall reimburse the Company, and each such director, officer, legal counsel, accountants, underwriter or controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that notwithstanding anything to the contrary contained in this Agreement, the liability of each Selling Holder under this Section 2.8(b) shall not be greater in amount than the dollar amount of the gross proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification. (ii) Each Redemptee agrees severally and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if any, who controls 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 the Partnership to the Redemptee, but only with respect to information regarding such Redemptee furnished in writing by or on behalf of such Redemptee expressly for inclusion in a Registration Statement, prospectus supplement, offering memorandum, or similar marketing document relating to the Primary Units, or any amendment or supplement thereto; provided, however, that the liability of each Redemptee shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Redemptee from its pro rata share of the Redemption.

By Each Selling Holder. (i) Each In the event of a registration of any Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Holder agrees severally and not jointly to indemnify and hold harmless (1) each Placement Agent, their respective directors, officers, employees, agents and managers, and each Person, if any, who controls such Placement Agent within the Partnershipmeaning of the Securities Act and the Exchange Act, and their respective directors, officers, employees, agents and managers, against any Losses, joint or several, to which the Placement Agents or controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the case of any prospectus, in the light of the circumstances under which such statement is made) contained in a Mandatory Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof or (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse each of the Placement Agents, their respective directors and officers and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings; provided, however, that the Selling Holder will not be liable in any such case if and to the extent that any such Loss arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by such Placement Agent or such controlling Person in writing specifically for use in the Mandatory Registration Statement or such other registration statement, free writing prospectus or prospectus supplement, as applicable and (2) the Company, its directors, officers, employees employees, agents and agents managers, and each Person, if any, who controls the Partnership Company within the meaning of the Securities Act or of and the Exchange Act, and its their respective directors, officers, employees employees, agents and agentsmanagers, against any Losses, joint or several, to which the same extent Company or such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the foregoing indemnity from case of any prospectus, in the Partnership light of the circumstances under which such statement is made) contained in a Mandatory Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Selling Holdersstatements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Company, its directors and officers and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings, but in the case of each of clause (i) and (ii) of this Section 6(b)(2), 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 Mandatory Registration StatementStatement or any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus supplementcontained therein, or any free writing prospectus or final prospectus or prospectus supplement contained thereinrelated thereto, 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. (ii) Each Redemptee agrees severally . Such indemnity shall remain in full force and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning effect regardless 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 the Partnership to the Redemptee, but only with respect to information regarding such Redemptee furnished in writing any investigation made by or on behalf of such Redemptee expressly for inclusion in a Registration Statement, prospectus supplement, offering memorandum, or similar marketing document relating to the Primary Units, Placements Agent and Company or any amendment such director, officer, employee, agent, manager or supplement thereto; providedcontrolling Person, however, that and shall survive the liability transfer of each Redemptee shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received such securities by such Redemptee from its pro rata share of the RedemptionSelling Holder.

By Each Selling Holder. (i) Each In the event of a registration of any Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Holder agrees severally and not jointly to indemnify and hold harmless the PartnershipCompany, its directors, officers, employees employees, agents and agents managers, and each Person, if any, who controls the Partnership Company within the meaning of the Securities Act or of and the Exchange Act, and its their respective directors, officers, employees employees, agents and agentsmanagers, against any Losses, joint or several, to which the same extent Company or such controlling Person may become subject under the Securities Act, the Exchange Act or otherwise, insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect thereof), (i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact (in the foregoing indemnity from case of any prospectus, in the Partnership light of the circumstances under which such statement is made) contained in a Mandatory Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus contained therein, or any free writing prospectus related thereto, or any amendment or supplement thereof, (ii) arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the Selling Holdersstatements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, and will reimburse the Company, its directors and officers and each such controlling Person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such Loss or actions or proceedings, but in the case of each of clause (i) and (ii) of this Section 6(b)(2), 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 Mandatory Registration StatementStatement or any other registration statement contemplated by this Agreement, any preliminary prospectus or final prospectus supplementcontained therein, or any free writing prospectus or final prospectus or prospectus supplement contained thereinrelated thereto, 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. (ii) Each Redemptee agrees severally . Such indemnity shall remain in full force and not jointly to indemnify and hold harmless the Partnership, its directors, officers, employees and agents and each Person, if any, who controls the Partnership within the meaning effect regardless 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 the Partnership to the Redemptee, but only with respect to information regarding such Redemptee furnished in writing any investigation made by or on behalf of such Redemptee expressly for inclusion in a Registration Statement, prospectus supplement, offering memorandum, or similar marketing document relating to the Primary Units, Company or any amendment such director, officer, employee, agent, manager or supplement thereto; providedcontrolling Person, however, that and shall survive the liability transfer of each Redemptee shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received such securities by such Redemptee from its pro rata share of the RedemptionSelling Holder.