Common use of By the Selling Holders Clause in Contracts

By the Selling Holders. In connection with any Shelf Registration Statement in which a Holder is participating, each such Selling Holder will furnish to M&N, in writing, information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&N, its Affiliates and their respective directors, officers, managers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) M&N or such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the applicable Shelf Registration Statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of 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, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify M&N hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Shelf Registration Statement. Notwithstanding the foregoing, no Selling Holder shall be liable to M&N for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.

By the Selling Holders. In connection with any Shelf Registration Statement registration statement in which a Holder holder of Registrable Securities is participating, each such Selling Holder will furnish to M&N, the Company in writing, writing information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&N(i) the Company and its Affiliates, its Affiliates and their respective directors, officers, managers, employees and agents (collectively, the “Crown Indemnified Persons”) and (ii) each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) M&N or any such other indemnified Crown Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained in the applicable Shelf Registration Statementregistration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or (B) any omission of 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, but but, in each case, only to the extent that such untrue statement or omission is caused by and contained in such any information so furnished in writing by such any Selling Holder Indemnified Person expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify M&N the Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Shelf Registration Statementregistration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to M&N the Company for amounts in excess of the lesser of (ix) such apportionment and (iiy) the amount received by such holder in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of other obligations of the Selling Holders under this Agreement, the Selling Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Company Indemnified Person and the Person controlling such Company Indemnified Persons. Reimbursements payable pursuant to the indemnification contemplated by this Section 2.9(b) will be made by periodic payments during the course of any investigation or defense, as and when bills are received or expenses incurred.

By the Selling Holders. In connection with any Shelf Registration Statement in which a Holder is participating, each such Selling Holder will furnish to M&NPzena Inc., in writing, information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&NPzena Inc., its Affiliates and their respective directors, officers, managers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) M&N Pzena Inc. or such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the applicable Shelf Registration Statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment or supplement thereto or any omission of 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, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s obligation to indemnify M&N Pzena Inc. hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Shelf Registration Statement. Notwithstanding the foregoing, no Selling Holder shall be liable to M&N Pzena Inc. for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.

By the Selling Holders. In connection with the event of any Shelf registration under the Securities Act of any Registrable Shares pursuant to this Agreement, each Selling Holder shall, and shall cause any underwriter retained by it who participates in the offering to agree to, indemnify and hold harmless GCI, each of its directors, each of its officers who have signed the Registration Statement in which a Holder is participating, each such Selling Holder will furnish to M&N, in writing, information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&N, its Affiliates and their respective directors, officers, managers, employees and agents and each Person other person, if any, who controls (GCI within the meaning of Section 15 of the Securities Act, against any Losses, joint or several, incurred by or to which such indemnified party may become subject under the Securities Act and Section 20 or otherwise, but only to the extent such Losses arise out of the Exchange Actor are based upon (i) M&N or such other indemnified Person against all Losses caused by any untrue statement or alleged untrue statement of any material fact contained in any of the applicable Shelf Registration Statement, prospectus Disclosure Documents or preliminary prospectus the omission or Free Writing Prospectus or any amendment or supplement thereto or any alleged omission of 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, made therein not misleading, but only to if the extent that such untrue statement or omission was in reliance upon and in conformity with written information furnished to GCI by such indemnifying party specifically for use in the preparation thereof, (ii) the delivery by such indemnifying party of any prospectus after such time as GCI has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is caused required, except the prospectus as so amended or supplemented, or after such time as the obligation of GCI to keep the Registration Statement effective and current has expired or (iii) any violation by and such indemnifying party of its obligations under Section 5(b) of this Agreement or any information given or representation made by such indemnifying party in connection with the sale of the Selling Holder’s Registrable Shares which is not contained in and not in conformity with the prospectus (as amended or supplemented at the time of the giving of such information so furnished or making of such representation); and each Selling Holder shall, and shall cause any underwriter retained by it who participates in writing the offering to agree to, reimburse each such indemnified party for all legal or other expenses reasonably incurred by such Selling Holder expressly for use thereinparty in connection with investigating or defending any such claim, including, subject to such indemnified party’s compliance with the provisions of the last sentence of subsection (c) of this Section 6, any amounts paid in settlement of any litigation, commenced or threatened; provided, however, that each the indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action arising pursuant to a registration if such settlement is effected without the consent of Selling Holder’s obligation to indemnify M&N hereunder shall; and provided further, to the extent more than one that no Selling Holder is subject shall be required to undertake liability under this Section 6(b) for any amounts in excess of the same indemnification obligation, proceeds to be apportioned between each Selling Holder based upon the net amount received by each such Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold its securities pursuant to such Shelf Registration Statement. Notwithstanding the foregoingregistration, no as reduced by any damages or other amounts that such Selling Holder shall be liable was otherwise required to M&N for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liabilitypay hereunder.

By the Selling Holders. In connection with any Shelf Registration Statement registration statement in which a Holder holder of Registrable Securities is participating, each such Selling Holder will furnish to M&N, the Company in writing, writing information regarding such Selling Holder’s 's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&Nthe Company, its Affiliates and their respective directors, officers, managers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) M&N the Company or such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the applicable Shelf Registration Statementregistration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto or any omission of 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, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s 's obligation to indemnify M&N the Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Shelf Registration Statementregistration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to M&N the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.

By the Selling Holders. In connection with any Shelf Registration Statement registration statement in which a Holder holder of Registrable Securities is participating, each such Selling Holder will furnish to M&N, the Company in writing, writing information regarding such Selling Holder’s 's ownership of Annex A-15 Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&Nthe Company, its Affiliates and their respective directors, officers, managers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) M&N the Company or such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the applicable Shelf Registration Statementregistration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto or any omission of 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, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s Holder 's obligation to indemnify M&N the Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Shelf Registration Statementregistration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to M&N the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.

By the Selling Holders. In connection with the event of any Shelf registration under the Securities Act of any Registrable Shares pursuant to this Agreement, each Selling Holder shall, and shall cause any underwriter retained by it who participates in the offering to agree to, indemnify and hold harmless GCI, each of its directors, each of its officers who have signed the Registration Statement in which a Holder is participating, each such Selling Holder will furnish to M&N, in writing, information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&N, its Affiliates and their respective directors, officers, managers, employees and agents and each Person other person, if any, who controls (GCI within the meaning of Section 15 of the Securities Act, against any Losses, joint or several, incurred by or to which such indemnified party may become subject under the Securities Act and Section 20 or otherwise, but only to the extent such Losses arise out of the Exchange Actor are based upon (i) M&N or such other indemnified Person against all Losses caused by any untrue statement or alleged untrue statement of any material fact contained in any of the applicable Shelf Registration Statement, prospectus Disclosure Documents or preliminary prospectus the omission or Free Writing Prospectus or any amendment or supplement thereto or any alleged omission of 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, made therein not misleading, but only to if the extent that such untrue statement or omission is caused by was in reliance upon and contained in such conformity with written information so furnished in writing to GCI by such Selling Holder expressly indemnifying party specifically for use therein; providedin the preparation thereof, however, that each Selling Holder’s obligation to indemnify M&N hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Shelf Registration Statement. Notwithstanding the foregoing, no Selling Holder shall be liable to M&N for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received delivery by such holder indemnifying party of any prospectus after such time as GCI has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is required, except the prospectus as so amended or supplemented, or after such time as the obligation of GCI to keep the Registration Statement effective and current has expired or (iii) any violation by such indemnifying party of its obligations under Section 5(b) of this Agreement or any information given or representation made by such indemnifying party in connection with the sale of the Selling Holder's Registrable Shares which is not contained in and not in conformity with the prospectus (as amended or supplemented at the time of the giving of such information or making of such representation). Each Selling Holder shall, and shall cause any underwriter retained by it who participates in the offering giving rise to agree to, reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claim, including, subject to such liabilityindemnified party's compliance with the provisions of the last sentence of subsection (c) of this Section 6, any amounts paid in settlement of any litigation, commenced or threatened.

By the Selling Holders. In connection with the event of any Shelf registration under the Securities Act of any Registrable Shares pursuant to this Agreement, each Selling Holder shall, and shall cause any underwriter retained by it who participates in the offering to agree to, indemnify and hold harmless GCI, each of its directors, each of its officers who have signed the Registration Statement in which a Holder is participating, each such Selling Holder will furnish to M&N, in writing, information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&N, its Affiliates and their respective directors, officers, managers, employees and agents and each Person other person, if any, who controls (GCI within the meaning of Section 15 of the Securities Act, against any Losses, joint or several, incurred by or to which such indemnified party may become subject under the Securities Act and Section 20 or otherwise, but only to the extent such Losses arise out of the Exchange Actor are based upon (i) M&N or such other indemnified Person against all Losses caused by any untrue statement or alleged untrue statement of any material fact contained in any of the applicable Shelf Registration Statement, prospectus Disclosure Documents or preliminary prospectus the omission or Free Writing Prospectus or any amendment or supplement thereto or any alleged omission of 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, made therein not misleading, but only to if the extent that such untrue statement or omission was in reliance upon and in conformity with written information furnished to GCI by such indemnifying party specifically for use in the preparation thereof, (ii) the delivery by such indemnifying party of any prospectus after such time as GCI has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is caused required, except the prospectus as so amended or supplemented, or after such time as the obligation of GCI to keep the Registration Statement effective and current has expired or (iii) any violation by and such indemnifying party of its obligations under Section 5(b) of this Agreement or any information given or representation made by such indemnifying party in connection with the sale of the Selling Holder's Registrable Shares which is not contained in and not in conformity with the prospectus (as amended or supplemented at the time of the giving of such information so furnished or making of such representation); and each Selling Holder shall, and shall cause any underwriter retained by it who participates in writing the offering to agree to, reimburse each such indemnified party for all legal or other expenses reasonably incurred by such Selling Holder expressly for use thereinparty in connection with investigating or defending any such claim, including, subject to such indemnified party's compliance with the provisions of the last sentence of subsection (c) of this Section 6, any amounts paid in settlement of any litigation, commenced or threatened; provided, however, that each the indemnity agreement contained in this Section 6(b) shall not apply to amounts paid in settlement of any loss, claim, damage, liability or action arising pursuant to a registration if such settlement is effected without the consent of Selling Holder’s obligation to indemnify M&N hereunder shall; and provided further, to the extent more than one that no Selling Holder is subject shall be required to undertake liability under this Section 6(b) for any amounts in excess of the same indemnification obligation, proceeds to be apportioned between each Selling Holder based upon the net amount received by each such Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold its securities pursuant to such Shelf Registration Statement. Notwithstanding the foregoingregistration, no as reduced by any damages or other amounts that such Selling Holder shall be liable was otherwise required to M&N for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liabilitypay hereunder.

By the Selling Holders. In connection with the event of any Shelf registration under the Securities Act of any Registrable Shares pursuant to this Agreement, each Selling Holder shall, and shall cause any underwriter retained by it who participates in the offering to agree to, indemnify and hold harmless GCI, each of its directors, each of its officers who have signed the Registration Statement in which a Holder is participating, each such Selling Holder will furnish to M&N, in writing, information regarding such Selling Holder’s ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&N, its Affiliates and their respective directors, officers, managers, employees and agents and each Person other person, if any, who controls (GCI within the meaning of Section 15 of the Securities Act, against any Losses, joint or several, incurred by or to which such indemnified party may become subject, under the Securities Act and Section 20 or otherwise, but only to the extent such Losses arise out of the Exchange Actor are based upon (i) M&N or such other indemnified Person against all Losses caused by any untrue statement or alleged untrue statement of any material fact contained in any of the applicable Shelf Registration Statement, prospectus Disclosure Documents or preliminary prospectus the omission or Free Writing Prospectus or any amendment or supplement thereto or any alleged omission of 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, made therein not misleading, but only to if the extent that such untrue statement or omission is caused by was in reliance upon and contained in such conformity with written information so furnished in writing to GCI by such Selling Holder expressly indemnifying party specifically for use therein; providedin the preparation thereof, however, that each Selling Holder’s obligation to indemnify M&N hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Shelf Registration Statement. Notwithstanding the foregoing, no Selling Holder shall be liable to M&N for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received delivery by such holder indemnifying party of any prospectus after such time as GCI has advised such indemnifying party in writing that the filing of a post-effective amendment or supplement thereto is required, except the prospectus as so amended or supplemented, or after such time as the obligation of GCI to keep the Registration Statement effective and current has expired or (iii) any violation by such indemnifying party of its obligations under Section 5(b) of this Agreement or any information given or representation made by such indemnifying party in connection with the sale of the Selling Holder's Registrable Shares which is not contained in and not in conformity with the prospectus (as amended or supplemented at the time of the giving of such information or making of such representation). Each Selling Holder shall, and shall cause any underwriter retained by it who participates in the offering giving rise to agree to, reimburse each such indemnified party for all legal or other expenses reasonably incurred by such party in connection with investigating or defending any such claim, including, subject to such liabilityindemnified party's compliance with the provisions of the last sentence of subsection (c) of this Section 6, any amounts paid in settlement of any litigation, commenced or threatened.

By the Selling Holders. In connection with any Shelf Registration Statement registration statement in which a Holder holder of Registrable Securities is participating, each such Selling Holder will furnish to M&N, the Company in writing, writing information regarding such Selling Holder’s 's ownership of Registrable Securities and its intended method of distribution thereof and, to the extent permitted by law, shall, severally and not jointly, indemnify M&Nthe Company, its Affiliates and their respective directors, officers, managers, employees and agents and each Person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) M&N the Company or such other indemnified Person against all Losses caused by any untrue statement of material fact contained in the applicable Shelf Registration Statementregistration statement, prospectus or preliminary prospectus or Free Writing Prospectus or any amendment thereof or supplement thereto or any omission of 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, but only to the extent that such untrue statement or omission is caused by and contained in such information so furnished in writing by such Selling Holder expressly for use therein; provided, however, that each Selling Holder’s Holder 's obligation to indemnify M&N the Company hereunder shall, to the extent more than one Selling Holder is subject to the same indemnification obligation, be apportioned between each Selling Holder based upon the net amount received by each Selling Holder from the sale of Registrable Securities, as compared to the total net amount received by all of the Selling Holders of Registrable Securities sold pursuant to such Shelf Registration Statementregistration statement. Notwithstanding the foregoing, no Selling Holder shall be liable to M&N the Company for amounts in excess of the lesser of (i) such apportionment and (ii) the amount received by such holder in the offering giving rise to such liability.