Common use of Indemnification by Partnership Clause in Contracts

Indemnification by Partnership. The Partnership will indemnify and hold harmless each seller of Registrable Shares, each underwriter of Registrable Shares, and each other person, if any, who controls any such seller or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934 against any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement including such Registrable Shares, any preliminary prospectus or final prospectus contained in such Registration Statement, any amendment or supplement to such Registration Statement, or any other disclosure document, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and, the Partnership will reimburse each such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Partnership will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon (a) any untrue statement or omission made in such Registration Statement, preliminary prospectus or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Partnership, in writing, relating to such seller by or on behalf of such seller, underwriter or controlling person specifically for use in the preparation thereof or (b) the failure of such seller to deliver copies of the prospectus in the manner required by the Securities Act.

Indemnification by Partnership. (a) The Partnership will Selected Business and Advance/Newhouse shall indemnify and hold save harmless each seller of Registrable Sharesthe Partnership, each underwriter of Registrable SharesPartxxx (xxxer than Advance/Newhouse), the officers, directors, and stockholders of each other personPartner (xxxxx xhan Advance/Newhouse) and its Affiliates, if any, who controls any such seller or underwriter within and the meaning officers and employees of the Securities Act or the Securities Exchange Act of 1934 against Rxxxxxxx Business, from any losses, claims, damages or liabilities, joint or several, to which such seller, underwriter or controlling person may become subject under the Securities Act, the Exchange Act, state securities or blue sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement including such Registrable Shares, any preliminary prospectus or final prospectus contained in such Registration Statement, any amendment or supplement to such Registration Statement, or any other disclosure document, or arise out of or are based upon the omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and, the Partnership will reimburse each such seller, underwriter and each such controlling person for any legal or any other expenses reasonably incurred by such seller, underwriter or controlling person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Partnership will not be liable in expense incurred by any such case to the extent that of them by reason of any such loss, claim, damage or liability arises out of or is based upon (a) any untrue statement act or omission made to act on behalf of the Selected Business (including any action or omission by the Partner acting as Tax Matters Partner), performed by any of them in such Registration Statementgood faith and without gross negligence, preliminary prospectus or prospectuswillful misconduct, or any such amendment or supplementbreach of this Agreement. (b) The Residual Business, in reliance upon TWE and in conformity with information furnished to Paragon shall indemnify and save harmless the Partnership, each Partner, the officers, directors, and stockholders of each Partner and its Affiliates, and the officers and employees of the Selected Business, from any loss, damage, or expense incurred by any of them by reason of any act or omission to act on behalf of the Residual Business (including any action or omission by the Partner acting as Tax Matters Partner), performed by any of them in writinggood faith and without gross negligence, relating willful misconduct, or breach of this Agreement. (c) Any reasonable expenses incurred by any indemnified person pursuant to this Section 13.1 in defending any civil or criminal action, suit or proceeding (or the threat thereof), other than a claim, action, suit, or proceeding brought by the Partnership, which is based, in whole or in part, upon any alleged act or omission to act on behalf of the Selected Business or Residual Business, as the case may be, shall be borne and paid by the Selected Business (and Advance Newhouse) or the Residual Business (and TWE and Paragon), as the case xxx xx, in advance of the final disposition of such seller action, suit, or proceeding (or the threat thereof) upon receipt of a reasonably satisfactory undertaking by or on behalf of such sellerthe indemnified person to repay to the Selected Business (and Advance Newhouse) or the Residual Business(and TWE and Paragon), underwriter or controlling person specifically for use in as the preparation thereof or (b) case xxx xx, the failure amount of such seller expenses if it shall ultimately be determined that such person is not entitled to deliver copies the indemnification provided for under this Section 13.1. Any indemnity under this Section 13.1 shall be provided out of and to the extent of the prospectus Selected Business' or Residual Business', as the case may be, assets only. (d) The Selected Business and Advance/Newhouse shall directly compensate the Partnership for the amount of xxx xxxxmnification to be provided to the Partnership in the manner required by the Securities Actaccordance with this Section 13.1.