Common use of Indemnification by Holders of Registrable Securities Clause in Contracts

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford Prime, its officers, directors and agents and each Person, if any, who controls Ashford Prime within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Ashford Prime to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Prime or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford Prime, and Ashford Prime or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.4. The obligations of any Selling Holder pursuant to this Section 2.5 will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting any discounts and commissions) from the disposition pursuant to such registration.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford PrimeNXRT, its officers, directors and agents and each Person, if any, who controls Ashford Prime NXRT within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Ashford Prime NXRT to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Prime NXRT or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford PrimeNXRT, and Ashford Prime NXRT or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.4. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of NXRT provided in this Section 2.5. The obligations of any Selling Holder pursuant to this Section 2.5 will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting any discounts and commissions) from the disposition pursuant to such registration.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford PrimeInc., its officers, directors and agents (including, without limitation, the underwriters with respect to an underwritten offering) and each Person, if any, who controls Ashford Prime Inc. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Ashford Prime Inc. to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Prime Inc. or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford PrimeInc., and Ashford Prime Inc. or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.4. The obligations of any Selling Holder pursuant to this Section 2.5 will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting any discounts and commissions) from the disposition pursuant to such registration.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford Primethe Company, its officers, directors and agents and each Person, if any, who controls Ashford Prime the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Ashford Prime the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or with such Selling Holder's authorization or on such Selling Holder’s 's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Prime the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford Primethe Company, and Ashford Prime the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.42.4 hereof. The obligations of any Each Selling Holder pursuant also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.5 will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting any discounts and commissions) from the disposition pursuant to such registration2.5.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford Primethe Company, its officers, directors directors, employees and agents and each Personperson, if any, who controls Ashford Prime the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling person (individually, a "Company Controlling Person" and collectively, the "Company Controlling Persons"), to the same extent as the foregoing indemnity from Ashford Prime the Company to such Selling Holder, but only with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement or prospectus relating to the such Selling Holder's Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Prime the Company or its officers, directors directors, employees or agents or any such controlling personCompany Controlling Persons or, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford Primethe Company, and Ashford Prime the Company or its officers, directors directors, employees or agents or such controlling person Company Controlling Persons, shall have the rights and duties given to such Selling Holder, by under Section 4.1. Each Selling Holder also agrees, severally but not jointly, to indemnify and hold harmless each other Selling Holder and any underwriters of the Registrable Securities, and their respective officers and directors and each person who controls each such other Selling Holder or underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 2.44.2. The obligations Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. In no event shall the liability of any Selling Holder pursuant to this Section 2.5 will be limited to an greater in amount equal to than the dollar amount of the net proceeds to received by such Selling Holder (after deducting any discounts and commissions) from upon the disposition pursuant sale of the Registrable Securities giving rise to such registrationindemnification obligation.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford Prime, its officers, directors and agents and each Person, if any, who controls Ashford Prime within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Ashford Prime to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or on such Selling Holder’s behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Prime or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford Prime, and Ashford Prime or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.4. Each Selling Holder also agrees to indemnify and hold harmless Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of Ashford Prime provided in this Section 2.5. The obligations of any Selling Holder pursuant to this Section 2.5 will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting any discounts and commissions) from the disposition pursuant to such registration.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford Primethe Company, its officers, directors directors, employees and agents and each Personperson, if any, who controls Ashford Prime the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling person (individually, a "Company Controlling Person" and collectively, the "Company Controlling Persons"), to the same extent as the foregoing indemnity from Ashford Prime the Company to such Selling Holder, but only with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement or prospectus relating to the such Selling Holder's Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Prime the Company or its officers, directors directors, employees or agents or any such controlling personCompany Controlling Persons or, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford Primethe Company, and Ashford Prime the Company or its officers, directors directors, employees or agents or such controlling person Company Controlling Persons, shall have the rights and duties given to such Selling Holder, by under Section 2.44.1. Each Selling Holder also agrees, severally but not jointly, to indemnify and hold harmless each other Selling Holder and any underwriters of the Registrable Securities, and their respective officers and directors and each person who controls each such other Selling Holder or underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 4.2. The obligations Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above, with respect to information so furnished in writing by such persons specifically for inclusion in any prospectus or registration statement. In no event shall the liability of any Selling Holder pursuant to this Section 2.5 will be limited to an greater in amount equal to than the dollar amount of the net proceeds to received by such Selling Holder (after deducting any discounts and commissions) from upon the disposition pursuant sale of the Registrable Securities giving rise to such registrationindemnification obligation.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford Primethe Company, its officers, directors directors, employees and agents and each Person, if any, who controls Ashford Prime the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act Act, together with the partners, officers, directors, employees and agents of such controlling Person, to the same extent as the foregoing indemnity from Ashford Prime the Company to such Selling Holder, but only with respect reference to information relating related to such Selling Holder included in reliance upon and in conformity with information Holder, or its plan of distribution, furnished in writing by such Selling Holder or on such Selling Holder’s 's behalf expressly for use in any registration statement or prospectus (and amended or supplemented if amended or supplemented) relating to the such Selling Holder's Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Prime the Company or its officers, directors directors, employees or agents or any such controlling personPerson or its partners, officers, directors, employees or agents, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford Primethe Company, and Ashford Prime the Company or its officers, directors directors, employees or agents agents, controlling Person, or such controlling person its partners, officers, directors, employees or agents, shall have the rights and duties given to such Selling Holder, by under Section 4.1. Each Selling Holder also agrees to indemnify and hold harmless each other Selling Holder and any underwriters of the Registrable Securities, and their respective officers and directors and each Person who controls each such other Selling Holder or underwriter on substantially the same basis as that of the indemnification of the Company provided in this Section 2.44.2. The obligations Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above, with respect to information so furnished in writing by such Persons specifically for inclusion in any prospectus or registration statement. In no event shall the liability of any Selling Holder pursuant to this Section 2.5 will be limited to an greater in amount equal to than the dollar amount of the net proceeds to received by such Selling Holder (after deducting any discounts and commissions) from upon the disposition pursuant sale of the Registrable Securities giving rise to such registrationindemnification obligation.

Indemnification by Holders of Registrable Securities. Each Selling Holder agrees, severally but not jointly, to indemnify and hold harmless Ashford Primethe Company, its officers, directors and agents and each Person, if any, who controls Ashford Prime the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from Ashford Prime the Company to such Selling Holder, but only with respect to information relating to such Selling Holder included in reliance upon and in conformity with information furnished in writing by such Selling Holder or with such Selling Holder's authorization or on such Selling Holder’s 's behalf expressly for use in any registration statement or prospectus relating to the Registrable Securities, or any amendment or supplement thereto, or any preliminary prospectus. In case any action or proceeding shall be brought against Ashford Prime the Company or its officers, directors or agents or any such controlling person, in respect of which indemnity may be sought against such Selling Holder, such Selling Holder shall have the rights and duties given to Ashford Primethe Company, and Ashford Prime the Company or its officers, directors or agents or such controlling person shall have the rights and duties given to such Selling Holder, by Section 2.42.4 hereof. The obligations of any Each Selling Holder pursuant also agrees to indemnify and hold harmless the Underwriters of the Registrable Securities, their officers and directors and each Person who controls such Underwriters within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act on substantially the same basis as that of the indemnification of the Company provided in this Section 2.5 will be limited to an amount equal to the net proceeds to such Selling Holder (after deducting any discounts and commissions) from the disposition pursuant to such registration2.5.