Common use of By Selling Stockholders Clause in Contracts

By Selling Stockholders. Each Selling Stockholder, individually and not jointly, agrees to indemnify and hold harmless each Charter Indemnified Party and each other Stockholder Indemnified Party from and against any Losses, joint or several, to which such Charter Indemnified Party or any other Stockholder Indemnified Party may become subject, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if the statement or omission was made in reliance upon and in conformity with written information provided by or on behalf of such Selling Stockholder or any Person who controls such Selling Stockholder specifically and expressly for use or inclusion in the applicable Registration Statement or Prospectus; provided, however, that such Selling Stockholder will not indemnify or hold harmless any Charter Indemnified Party or other Stockholder Indemnified Party from or against any such Losses (including any related expenses) (a) to the extent the untrue statement, omission, or allegation thereof upon which such Losses (including any related expenses) are based was made in any Prospectus used after such time as such Selling Stockholder advised Charter that the filing of a post-effective amendment or supplement thereto was required, except the Prospectus as so amended or supplemented, or (b) in an amount that exceeds the net proceeds received by such Selling Stockholder from the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation by or on behalf of Charter Indemnified Parties or the Stockholder Indemnified Parties, and shall survive the transfer of such securities by the Selling Stockholder.

By Selling Stockholders. Each Selling StockholderTo the extent permitted by law, individually each selling Stockholder severally and not jointly, agrees to will indemnify and hold harmless Acquirer, each Charter Indemnified Party of its directors, each of its officers who have signed the registration statement, each person, if any, who controls Acquirer within the meaning of the Securities Act, any underwriter and each any other Stockholder Indemnified Party from and holder selling securities under such registration statement, against any Losseslosses, claims, damages or liabilities (joint or several, ) to which such Charter Indemnified Party Acquirer or any such director, officer, controlling person, underwriter or other Stockholder Indemnified Party such holder may become subjectsubject under the Securities Act, the 1934 Act or other federal or state law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinViolation, in light of each case to the circumstances under which they were made, not misleading, if extent (and only to the statement or omission was made extent) that such Violation occurs in reliance upon and in conformity with written information provided furnished by or on behalf of such Selling Stockholder or any Person who controls such Selling Stockholder specifically and expressly for use in connection with such registration; and each such Stockholder will reimburse Acquirer or inclusion any such director, officer, controlling person, underwriter or other holder for any legal or other expenses reasonably incurred by Acquirer or any such director, officer, controlling person, underwriter or other holder in the applicable Registration Statement connection with investigating or Prospectusdefending any such loss, claim, damage, liability or action, as incurred; provided, however, that such Selling Stockholder will the indemnity agreement contained in this subsection 1.10(b) shall not indemnify or hold harmless any Charter Indemnified Party or other Stockholder Indemnified Party from or against apply to amounts paid in settlement of any such Losses (including any related expenses) (a) to loss, claim, damage, liability or action if such settlement is effected without the extent consent of the untrue statementindemnifying Stockholder, omission, or allegation thereof upon which such Losses (including any related expenses) are based was made in any Prospectus used after such time as such Selling Stockholder advised Charter consent shall not be unreasonably withheld; and provided further that the filing of total amounts payable in indemnity by a post-effective amendment or supplement thereto was required, except the Prospectus as so amended or supplemented, or (bStockholder under this subsection 1.10(b) in an amount that exceeds respect of any Violation shall not exceed the net proceeds received by such Selling Stockholder from in the sale registered offering out of Registrable Securities pursuant to which such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation by or on behalf of Charter Indemnified Parties or the Stockholder Indemnified Parties, and shall survive the transfer of such securities by the Selling StockholderViolation arises.

By Selling Stockholders. Each Selling Stockholder, individually and not jointly, agrees to indemnify and hold harmless each Charter Company Indemnified Party and each other Stockholder Indemnified Party from and against any Losses, joint or several, to which such Charter Company Indemnified Party or any other Stockholder Indemnified Party may become subject, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if the statement or omission was made in reliance upon and in conformity with written information provided by or on behalf of such Selling Stockholder or any Person who controls such Selling Stockholder specifically and expressly for use or inclusion in the applicable Registration Statement or Prospectus; provided, however, that such Selling Stockholder will not indemnify or hold harmless any Charter Company Indemnified Party or other Stockholder Indemnified Party from or against any such Losses (including any related expenses) (a) to the extent the untrue statement, omission, or allegation thereof upon which such Losses (including any related expenses) are based was made in any Prospectus used after such time as such Selling Stockholder advised Charter the Company that the filing of a post-effective amendment or supplement thereto was required, except that this proviso shall not apply if the untrue statement, omission, or allegation thereof is contained in the Prospectus as so amended or supplemented, or (b) in an amount that exceeds the net proceeds received by such Selling Stockholder from the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation by or on behalf of Charter Company Indemnified Parties or the Stockholder Indemnified Parties, and shall survive the transfer of such securities by the Selling Stockholder.

By Selling Stockholders. Each Selling Stockholder, individually and not jointly, agrees to indemnify and hold harmless each Charter Indemnified Party and each other Stockholder Indemnified Party from and against any Losses, joint or several, to which such Charter Indemnified Party or any other Stockholder Indemnified Party may become subject, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if the statement or omission was made in reliance upon and in conformity with written information provided by or on behalf of such Selling Stockholder or any Person who controls such Selling Stockholder specifically and expressly for use or inclusion in the applicable Registration Statement or Prospectus; provided, however, that such Selling Stockholder will not indemnify or hold harmless any Charter Indemnified Party or other Stockholder Indemnified Party from or against any such Losses (including any related expenses) ) (a) to the extent the untrue statement, omission, or allegation thereof upon which such Losses (including any related expenses) are based was made in any Prospectus used after such time as such Selling Stockholder advised Charter CCI that the filing of a post-effective amendment or supplement thereto was 84 required, except the Prospectus as so amended or supplemented, or (b) in an amount that exceeds the net proceeds received by such Selling Stockholder from the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation by or on behalf of Charter Indemnified Parties or the Stockholder Indemnified Parties, and shall survive the transfer of such securities by the Selling Stockholder.

By Selling Stockholders. Each Selling Stockholder, individually and not jointly, agrees to indemnify and hold harmless each Charter Indemnified Party and each other Stockholder Indemnified Party from and against any Losses, joint or several, to which such Charter Indemnified Party or any other Stockholder Indemnified Party may become subject, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if the statement or omission was made in reliance upon and in conformity with written information provided by or on behalf of such Selling Stockholder or any Person who controls such Selling Stockholder specifically and expressly for use or inclusion in the applicable Registration Statement or Prospectus; provided, however, that such Selling Stockholder will not indemnify or hold harmless any Charter Indemnified Party or other Stockholder Indemnified Party from or against any such Losses (including any related expenses) (a) to the extent the untrue statement, omission, or allegation thereof upon which such Losses (including any related expenses) are based was made in any Prospectus used after such time as such Selling Stockholder advised Charter that the filing of a post-effective amendment or supplement thereto was required, except the Prospectus as so amended or supplemented, or (b) in an amount that exceeds the net proceeds received by such Selling Stockholder from the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation by or on behalf of Charter Indemnified Parties or the Stockholder Indemnified Parties, and shall survive the transfer of such securities by the Selling Stockholder.Registration

By Selling Stockholders. Each To the extent permitted by law, each Selling Stockholder, individually and not jointly, agrees to Stockholder will indemnify and hold harmless the Company, each Charter Indemnified Party and of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter, the other Selling Stockholder Indemnified Party from and selling securities under the Registration Statement or any of such other Selling Stockholder's partners, directors, officers, employees, agents, or any person who controls such underwriter or other Selling Stockholder within the meaning of the Securities Act or the Exchange Act, against any Losseslosses, claims, damages or liabilities (joint or several, ) to which the Company or any such Charter Indemnified Party director, officer, employee, agent, controlling person, underwriter or other Selling Stockholder, partner, director, officer or controlling person of such underwriter or other Selling Stockholder may become subject under the Securities Act, the Exchange Act or other federal or state law (including payments made to any underwriter by the Company or any other Selling Stockholder, or any director, partner, officer, employee, agent, or controlling person of the Company or any other Selling Stockholder Indemnified Party may become subjectpursuant to the indemnification or contribution provisions of the Underwriting Agreement), insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinViolation, in light of each case to the circumstances under which they were made, not misleading, if extent (and only to the statement or omission was made extent) that such Violation occurs in reliance upon and in conformity with written information provided furnished by the indemnifying Selling Stockholder expressly for use in connection with the Registration Statement; and each indemnifying Selling Stockholder will reimburse any legal or on behalf other expenses reasonably incurred by the Company, any such director, officer, employee, agent, controlling person, underwriter or other Selling Stockholder, partner, officer, director, employee, agent, or controlling person of such other Selling Stockholder or underwriter in connection with the investigating or defending any Person who controls such Selling Stockholder specifically and expressly for use loss, claim, damage, liability or inclusion in the applicable Registration Statement or Prospectusaction; provided, however, that the indemnity agreement contained in this subsection 2(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying Selling Stockholder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by a Selling Stockholder will under this Section 2(b) or for contribution under Section 2(e) below in respect of any Violation shall not indemnify or hold harmless any Charter Indemnified Party or other Stockholder Indemnified Party from or against any such Losses (including any related expenses) (a) to exceed the extent the untrue statement, omission, or allegation thereof upon which such Losses (including any related expenses) are based was made in any Prospectus used after such time as such Selling Stockholder advised Charter that the filing of a post-effective amendment or supplement thereto was required, except the Prospectus as so amended or supplemented, or (b) in an amount that exceeds the net gross proceeds received by such Selling Stockholder from in the sale registered offering out of Registrable Securities which such Violation arises. To the extent the Selling Stockholder shall make payments pursuant to Section 5 and Section 7 of the Underwriting Agreement, such Registration Statementamounts shall serve as a credit against the aggregate maximum amount payable by such Selling Stockholder pursuant to this Section 2(b). Such indemnity shall remain in full force and effect regardless The obligations of any investigation by or on behalf of Charter Indemnified Parties or the Stockholder Indemnified Parties, and shall survive the transfer of such securities by the Selling StockholderStockholders under this Section 2(b) shall be several and not joint.

By Selling Stockholders. Each To the extent permitted by law, the Selling Stockholder, individually and not jointly, agrees to Stockholder will indemnify and hold harmless the Company, each Charter Indemnified Party and of its directors, each other Stockholder Indemnified Party from and of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, each underwriter, or any person who controls such underwriter within the meaning of the Securities Act or the Exchange Act, against any Losseslosses, claims, damages or liabilities (joint or several, ) to which such Charter Indemnified Party the Company or any other Stockholder Indemnified Party such director, officer, employee, agent, controlling person, underwriter, partner, director, officer or controlling person of such underwriter may become subjectsubject under the Securities Act, the Exchange Act or other federal or state law (including payments made to any underwriter by the Company, or any director, partner, officer, or controlling person of the Company pursuant to the indemnification or contribution provisions of the Underwriting Agreement), insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereofthereto) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements thereinViolation, in light of each case to the circumstances under which they were made, not misleading, if extent (and only to the statement or omission was made extent) that such Violation occurs in reliance upon and in conformity with written information provided furnished by or on behalf of such the indemnifying Selling Stockholder or any Person who controls such Selling Stockholder specifically and expressly for use in connection with the Registration Statement; and the indemnifying Selling Stockholder will reimburse any legal or inclusion other expenses reasonably incurred by the Company, any such director, officer, employee, agent, controlling person, underwriter, partner, officer, director or controlling person of such underwriter in connection with the applicable Registration Statement investigating or Prospectusdefending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 2(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the indemnifying Selling Stockholder, which consent shall not be unreasonably withheld; and provided further, that the total amounts payable in indemnity by the Selling Stockholder will under this Section 2(b) or for contribution under Section 2(e) below in respect of any Violation shall not indemnify or hold harmless any Charter Indemnified Party or other Stockholder Indemnified Party from or against any such Losses (including any related expenses) (a) to the extent the untrue statement, omission, or allegation thereof upon which such Losses (including any related expenses) are based was made in any Prospectus used after such time as such Selling Stockholder advised Charter that the filing of a post-effective amendment or supplement thereto was required, except the Prospectus as so amended or supplemented, or (b) in an amount that exceeds exceed the net proceeds received by the Selling Stockholder in the registered offering out of which such Violation arises. To the extent the Selling Stockholder shall make payments pursuant to Section ___ of the Underwriting Agreement, such amounts shall serve as a credit against the aggregate maximum amount payable by such Selling Stockholder from the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation by or on behalf of Charter Indemnified Parties or the Stockholder Indemnified Parties, and shall survive the transfer of such securities by the Selling Stockholderthis Section 2(b).

By Selling Stockholders. Each Selling Stockholder, individually ----------------------- and not jointly, agrees to indemnify and hold harmless each Charter Company Indemnified Party and each other Stockholder Indemnified Party from and against any Losses, joint or several, to which such Charter Company Indemnified Party or any other Stockholder Indemnified Party may become subject, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if the statement or omission was made in reliance upon and in conformity with written information provided by or on behalf of such Selling Stockholder or any Person person who controls such Selling Stockholder specifically and expressly for use or inclusion in the applicable Registration Statement or Prospectus; provided, however, that such Selling Stockholder will not indemnify or hold harmless any Charter Company Indemnified Party or other Stockholder Indemnified Party from or against any such Losses (including any related expenses) ) (ai) to the extent the untrue statement, omission, omission or allegation thereof upon which such Losses (including any related expenses) are based was made in any Prospectus used after such time as such Selling Stockholder advised Charter Sprint that the filing of a post-effective amendment or supplement thereto was required, except the Prospectus as so amended or supplemented, or (bii) in an amount that exceeds the net proceeds received by such Selling Stockholder from the sale of Registrable Securities pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation by or on behalf of Charter the Company Indemnified Parties or the Stockholder Indemnified Parties, and shall survive the transfer of such securities by the Selling Stockholder.

By Selling Stockholders. Each Selling Stockholder, individually ----------------------- and not jointly, agrees to indemnify and hold harmless each Charter Company Indemnified Party and each other Stockholder Indemnified Party from and against any Losses, joint or several, to which such Charter Company Indemnified Party or any other Stockholder Indemnified Party may become subject, insofar as such Losses (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the applicable Registration Statement or the Prospectus, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if the statement or omission was made in reliance upon and in conformity with written information provided by or on behalf of such Selling Stockholder or any Person person who controls such Selling Stockholder specifically and expressly for use or inclusion in the applicable Registration Statement or Prospectus; provided, however, that such Selling Stockholder will not indemnify or hold harmless any Charter -------- Company Indemnified Party or other Stockholder Indemnified Party from or against any such Losses (including any related expenses) ) (ai) to the extent the untrue statement, omission, omission or allegation thereof upon which such Losses (including any related expenses) are based was made in any Prospectus used after such time as such Selling Stockholder advised Charter @Home that the filing of a post-effective amendment or supplement thereto was required, except the Prospectus as so amended or supplemented, or (bii) in an amount that exceeds the net proceeds received by such Selling Stockholder from the sale of Registrable Securities Shares pursuant to such Registration Statement. Such indemnity shall remain in full force and effect regardless of any investigation by or on behalf of Charter Indemnified Parties or the Stockholder Indemnified Parties, and shall survive the transfer of such securities by the Selling Stockholder.