Common use of By the Holders Clause in Contracts

By the Holders. To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as “Company Indemnified Parties”) against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders expressly for use in connection with such registration statement; and the Holders will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holders; provided further, that the Holders shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holders under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holders in the registered offering out of which such Violation arises.

By the Holders. To the extent permitted by law, each Holder will will, severally and not jointly, indemnify and hold harmless the CompanyPurchaser, each of its officers, directors, each of its officers who have signed the registration statementagents and employees, and each person, if any, who controls the Company within the meaning of the Act Purchaser or such persons (such persons and entities referred to as “Company Purchaser Indemnified Parties”) against any Losses to which such Company Purchaser Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state lawsubject, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the such Holders expressly for use in connection with such registration statementstatement or any other document filed with or furnished to the SEC; and the such Holders will reimburse any legal or other expenses reasonably incurred by such Company Purchaser Indemnified Parties in connection with investigating or defending any such Violation. ; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holders, which shall not be unreasonably withheld or delayed; provided further, that the Holders shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Purchaser Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holders a Holder under this subsection in respect of any Violation all Violations shall not exceed the net proceeds received by the Holders such Holder in the registered offering out of which such Violation arisesViolations arise.

By the Holders. To the extent permitted by law, each Holder the Holders will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the 1933 Act (such persons and entities referred to as “Company Indemnified Parties”) each agent and any underwriter for the Company, against any Losses losses, claims, damages, or liabilities (joint or several) to which the Company or any such Company Indemnified Parties director, officer, controlling person, agent, or underwriter or controlling person, may become subject subject, under the 1933 Act, the Exchange Act 1934 Act, or any other federal or state law, insofar as such Losses losses, claims, damages, or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders a Holder expressly for use in connection with such registration statementregistration; and the Holders will reimburse any legal or other expenses reasonably incurred by the Company or any such Company Indemnified Parties director, officer, controlling person, agent, or underwriter or controlling person in connection with investigating or defending any such Violationloss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection SECTION 5.2 shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability, or action if such settlement is effected without the consent of the Holders; provided further, that the Holders which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holders under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holders in the registered offering out of which such Violation arisesunreasonably withheld.

By the Holders. To the extent permitted by lawthe Applicable Laws, each selling Holder will will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementofficers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each personPerson, if any, who controls (as defined in Applicable Securities Laws) the Company within the meaning Company, such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the Act (such foregoing persons and entities referred to as “Company Indemnified Parties”) against any Losses to which such Company Indemnified Parties may become subject subject, under the ActApplicable Securities Laws, the Exchange Act or other federal any rule or state lawregulation promulgated under Applicable Securities Laws, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders such Holder expressly for use in connection with such registration statementRegistration; and the Holders each such Holder will reimburse any person intended to be indemnified pursuant to this Section 3.10(ii), for any legal or other expenses reasonably incurred by such Company Indemnified Parties person in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection Section 3.10(ii) shall not apply to amounts paid in settlement of any such Loss investigation or proceeding if such settlement is effected without the consent of the Holderssuch Holder (which consent shall not be unreasonably withheld); provided and provided, further, that the Holders in no event shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by amount of the Holders indemnities under this subsection in respect of any Violation shall not Section 3.10(ii) exceed the net proceeds from the offering received by the Holders in the registered offering out of which such Violation arisesHolder less any losses, costs and expenses such Holder has already incurred.

By the Holders. To the extent permitted by law, each selling Holder will severally and not jointly indemnify and hold harmless the Company, each of its directors, each of its officers who have has signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (Securities Act, any underwriter, any other Holder selling securities in such persons registration statement and entities referred to as “Company Indemnified Parties”) any controlling person of any such underwriter or other Holder, against any Losses losses, claims, damages or liabilities to which such Company Indemnified Parties any of the foregoing persons may become subject subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) Violation that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders such Holder expressly for use in connection with such registration statementregistration; and the Holders each such Holder will reimburse pay, as incurred, any legal or other expenses reasonably incurred by such Company Indemnified Parties any person intended to be indemnified pursuant to this Section 5.2, in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection Section 5.2 shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability or action if such settlement is effected without the consent of the Holders; provided furtherHolder, that the Holders which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld; and provided further, further that in no event shall the total aggregate amounts payable in by any Holder by way of indemnity or contribution hereunder exceed the proceeds from the offering received by the Holders under this subsection in respect such Holder (net of any Violation shall not exceed the net proceeds received Selling Expenses paid by the Holders such Holder), except in the registered offering out case of which fraud or willful misconduct by such Violation arisesHolder.

By the Holders. To the extent permitted by lawthe Applicable Laws, each selling Holder will will, severally and not jointly, indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementofficers, legal counsel and accountants, any underwriter, any other Holder selling securities in connection with such Registration and each personPerson, if any, who controls (as defined in Applicable Securities Laws) the Company within the meaning Company, such underwriter or other Holder, against any losses, claims, damages or liabilities (joint or several) to which any of the Act (such foregoing persons and entities referred to as “Company Indemnified Parties”) against any Losses to which such Company Indemnified Parties may become subject subject, under the ActApplicable Securities Laws, the Exchange Act or other federal any rule or state lawregulation promulgated under Applicable Securities Laws, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders such Holder expressly for use in connection with such registration statementRegistration; and the Holders each such Holder will reimburse any person intended to be indemnified pursuant to this Section 10(ii), for any legal or other expenses reasonably incurred by such Company Indemnified Parties person in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection Section 10(ii) shall not apply to amounts paid in settlement of any such Loss investigation or proceeding if such settlement is effected without the consent of the Holderssuch Holder (which consent shall not be unreasonably withheld); provided and provided, further, that the Holders in no event shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by amount of the Holders indemnities under this subsection in respect of any Violation shall not Section 10(ii) exceed the net proceeds from the offering received by the Holders in the registered offering out of which such Violation arisesHolder less any losses, costs and expenses such Holder has already incurred.

By the Holders. To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as “"Company Indemnified Parties”") against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders expressly for use in connection with such registration statement; and the Holders will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holders; provided further, that the Holders shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holders under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holders in the registered offering out of which such Violation arises.,

By the Holders. To the extent permitted by law, each Holder (severally and not jointly with any other Holder) will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statementShelf Registration Statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities collectively referred to as “Company Indemnified Parties”) against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in is caused by reliance upon and in conformity with written information furnished by the Holders Holder expressly for use in connection with such registration statement; and the Holders Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the HoldersHolder; provided further, that the Holders Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holders under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holders in the registered offering out of which such Violation arises.

By the Holders. To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as “"Company Indemnified Parties”") against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders Holder expressly for use in connection with such registration statementregistration; and the Holders Holder will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the HoldersHolder; provided further, that the Holders Holder shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holders Holder under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holders Holder in the registered offering out of which such Violation arises.

By the Holders. To the extent permitted by law, each Holder will indemnify and hold harmless the CompanyPure Cycle, each of its directorsdirectors and officers, each of its officers who have signed the registration statement, and each person, if any, who controls the Company Pure Cycle within the meaning of the Act (Securities Act, any underwriter and any other holder selling securities under such persons and entities referred to as “Company Indemnified Parties”) registration statement or any of such other holder’s partners, directors, officers or manager or any person who controls such holder within the meaning of the Securities Act, against any Losses losses, claims, damages or liabilities (joint or several) to which Pure Cycle or any such Company Indemnified Parties director, officer, controlling person, underwriter or other such holder, partner, director, officer, manager or controlling person of such other holder may become subject under the Securities Act, the Exchange Act or other federal or state law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders Holder expressly for use in connection with such registration statementregistration; and the Holders Holder will reimburse any legal or other expenses reasonably incurred by Pure Cycle or any such Company Indemnified Parties director, officer, controlling person, underwriter or other holder, partner, officer, director, manager or controlling person of such other holder in connection with investigating or defending any such Violationloss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this subsection 1.6(b) shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability or action if such settlement is effected without the consent of the Holders; provided furtherHolder, that the Holders which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holders under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holders in the registered offering out of which such Violation arisesunreasonably withheld.

By the Holders. To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as “"Company Indemnified Parties”") against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders expressly for use in connection with such registration statement; and the Holders will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holders; provided further, that the Holders shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holders under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holders in the registered offering out of which such Violation arises.

By the Holders. To the extent permitted by lawEach selling Holder, each Holder will severally and not jointly, shall indemnify and hold harmless the Company, each of its directors, officers, employees, affiliates and each of its officers who have signed the registration statementtheir respective personal representatives, heirs and assigns, each personPerson, if any, who that controls the Company within the meaning of the Act (Securities Act, any underwriter, any other Holder selling securities in such persons registration statement and entities referred to as “Company Indemnified Parties”) any controlling Person of any such underwriter or other Holder, against any Losses losses, claims, damages or liabilities (joint or several) to which such Company Indemnified Parties any of the foregoing Persons may become subject subject, under the Securities Act, the Exchange Act or other federal or state law, insofar as such Losses losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by the Holders such Holder expressly for use in connection with such registration statementregistration; and the Holders will reimburse each such Holder shall pay, as incurred, any legal or other expenses reasonably incurred by such Company Indemnified Parties any Person intended to be indemnified pursuant to this Section 10(b), in connection with investigating or defending any such Violationloss, claim, damage, liability, or action; provided, however, that the indemnity agreement contained in this subsection Section 10(b) shall not apply to amounts paid in settlement of any such Loss loss, claim, damage, liability or action if such settlement is effected without the consent of the Holders; provided furtherHolder, that the Holders which consent shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Partiesunreasonably withheld; and provided further, that that, in no event shall the total amounts payable in indemnity by the Holders liability of any Holder under this subsection in respect of any Violation shall not Section 10(b) exceed the net proceeds from the offering received by the Holders in the registered offering out of which such Violation arisesHolder.