By Selling Holders. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Devon, its directors, officers, agents and representatives, and each Person, if any, who controls Devon within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, agents and representatives, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration Statement or any preliminary prospectus 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 net proceeds received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification, except in cases of fraud, bad faith, gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Registration Rights Agreement (Devon Energy Corp/De), Securities Purchase Agreement (Devon Energy Corp/De)
By Selling Holders. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Devon, its directors, officers, agents and representatives, and each Person, if any, who controls Devon within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, agents and representatives, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration Statement or any preliminary prospectus 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 net proceeds received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification, except in cases of fraud, bad faith, gross negligence or willful misconduct.
Appears in 2 contracts
Samples: Registration Rights Agreement (Devon Energy Corp/De), Registration Rights Agreement (Devon Energy Corp/De)
By Selling Holders. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless DevonXxxxxxx, its directors, officers, agents and representatives, and each Person, if any, who controls Devon Xxxxxxx within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, agents and representatives, against any losses, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in the Registration Statement or any preliminary prospectus 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 net proceeds received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification, except in cases of fraud, bad faith, gross negligence or willful misconduct.
Appears in 1 contract
Samples: Registration Rights Agreement (Brigham Minerals, Inc.)
By Selling Holders. Each Selling Holder agrees severally and not jointly to indemnify and hold harmless Devonthe Partnership, the General Partner, its directors, officers, employees and agents and representatives, and each Person, if any, who controls Devon the Partnership within the meaning of the Securities Act or of the Exchange Act, and its directors, officers, agents employees and representativesagents, against any lossesto the same extent as the foregoing indemnity from the Partnership to the Selling Holders, claims, damages, expenses or liabilities (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) 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 Registration Statement Statement, or any preliminary prospectus, free writing prospectus or final prospectus included contained therein, or any amendment or supplement thereto; provided, however, that the liability of each such Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net proceeds of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification, except in cases of fraud, bad faith, gross negligence or willful misconduct.
Appears in 1 contract
Samples: Registration Rights Agreement (New Source Energy Partners L.P.)