Common use of Indemnification by Selling Stockholders Clause in Contracts

Indemnification by Selling Stockholders. Each Selling Stockholder agrees, severally and not jointly, to indemnify and hold harmless each Underwriter and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 8, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with the Selling Stockholder Information. The Company and the Underwriters hereby acknowledge and agree that the information furnished to the Company by or on behalf of the Selling Stockholders expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the Selling Stockholder Information. The aggregate liability of each Selling Stockholder under the indemnity pursuant to this Section 8(b), together with any amount it is required to contribute under Section 9, shall be limited to an amount equal to the aggregate gross proceeds, less underwriting discounts and commissions (but before payment of expenses payable by the Selling Stockholders), received by such Selling Stockholder from the sale of Securities by such Selling Stockholder under this Agreement.

Indemnification by Selling Stockholders. Each In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder agreesStockholder, severally and not jointly, to will indemnify and hold harmless Aspen, each Underwriter of its directors and officers and each underwriter (if any) and each person, if any, who controls Aspen or any Underwriter such underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which Aspen, such directors and all lossofficers, liabilityunderwriter or controlling person may become subject under the Securities Act, claimExchange Act, damage and expense described state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in the indemnity contained in subsection (arespect thereof) arise out of this Section 8, as incurred, but only with respect to or are based upon any untrue statements or omissions, statement or alleged untrue statements statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or omissions, made final prospectus contained in the Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing)Registration Statement, or arise out of or are based upon any “issuer information” (as defined in Rule 433)omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if the statement or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, omission was made in reliance upon and in conformity with the information relating to such Selling Stockholder Information. The Company and the Underwriters hereby acknowledge and agree that the information furnished in writing to the Company Aspen by or on behalf of the such Selling Stockholders expressly Stockholder specifically for use in connection with the preparation of such Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any supplement; provided, however, that the obligations of the foregoing), consists exclusively of the a Selling Stockholder Information. The aggregate liability of each Selling Stockholder under the indemnity pursuant to this Section 8(b), together with any amount it is required to contribute under Section 9, hereunder shall be limited to an amount equal to the aggregate gross proceeds, less underwriting discounts and commissions (but before payment of expenses payable by the Selling Stockholders), received by net proceeds to such Selling Stockholder from the sale of Securities by Registrable Shares sold in connection with such Selling Stockholder under this Agreementregistration.

Indemnification by Selling Stockholders. Each In the event of any registration of any of the Registrable Shares under the Securities Act pursuant to this Agreement, each Selling Stockholder agreesStockholder, severally and not jointly, to will indemnify and hold harmless Aspen, each Underwriter of its directors and officers and each underwriter (if any) and each person, if any, who controls Aspen or any Underwriter such underwriter within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which Aspen, such directors and all lossofficers, liabilityunderwriter or controlling person may become subject under the Securities Act, claimExchange Act, damage and expense described state securities or Blue Sky laws or otherwise, insofar as such losses, claims, damages or liabilities (or actions in the indemnity contained in subsection (arespect thereof) arise out of this Section 8, as incurred, but only with respect to or are based upon any untrue statements or omissions, statement or alleged untrue statements statement of a material fact contained in any Registration Statement under which such Registrable Shares were registered under the Securities Act, any preliminary prospectus or omissions, made final prospectus contained in the Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing)Registration Statement, or arise out of or are based upon any “issuer information” (as defined in Rule 433)omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, if and to the extent that the statement or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, omission was made in reliance upon and in conformity with the information relating to such Selling Stockholder Information. The Company and the Underwriters hereby acknowledge and agree that the information furnished in writing to the Company Aspen by or on behalf of the such Selling Stockholders expressly Stockholder specifically for use in connection with the preparation of such Registration Statement (or any amendment thereto)Statement, or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any supplement; provided, however, that the obligations of the foregoing), consists exclusively of the a Selling Stockholder Information. The aggregate liability of each Selling Stockholder under the indemnity pursuant to this Section 8(b), together with any amount it is required to contribute under Section 9, hereunder shall be limited to an amount equal to the aggregate gross proceeds, less underwriting discounts and commissions (but before payment of expenses payable by the Selling Stockholders), received by net proceeds to such Selling Stockholder from the sale of Securities by Registrable Shares sold in connection with such Selling Stockholder under this Agreementregistration.

Indemnification by Selling Stockholders. Each Selling selling Stockholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter harmless, to the full extent permitted by law, the Company, Parent or Caesars, as applicable, their directors, officers, employees and representatives and each person, if any, Person who controls any Underwriter the Company, Parent or Caesars, as applicable (within the meaning of Section 15 the Securities Act) against any losses, claims, damages or liabilities and expenses caused by any untrue or alleged untrue statement of a material fact contained in any Registration Statement or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent, but only to the extent, that such untrue statement or omission is contained in any information or affidavit so furnished by such selling Stockholder to the Company, Parent or Caesars, as applicable, for inclusion in such Registration Statement, prospectus or preliminary prospectus and has not been corrected in a subsequent writing prior to or concurrently with the sale of the 1933 Act or Section 20 of securities to the 1934 Act against any and all Person asserting such loss, liability, claim, damage damage, liability or expense. In no event shall the liability of any selling Stockholder hereunder be greater in amount than the dollar amount of the proceeds received by such selling Stockholder upon the sale of the securities giving rise to such indemnification obligation. The Company, Parent, Caesars and expense described the selling Stockholders shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the indemnity contained in subsection (a) of this Section 8distribution, to the same extent as incurred, but only provided above with respect to untrue statements or omissions, or alleged untrue statements or omissions, made information so furnished in the Registration Statement (or any amendment thereto), or writing by such Persons for inclusion in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), or any “issuer information” (as defined in Rule 433), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with the Selling Stockholder Information. The Company and the Underwriters hereby acknowledge and agree that the information furnished to the Company by or on behalf of the Selling Stockholders expressly for use in the Registration Statement (or any amendment thereto), or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the Selling Stockholder Information. The aggregate liability of each Selling Stockholder under the indemnity pursuant to this Section 8(b), together with any amount it is required to contribute under Section 9, shall be limited to an amount equal to the aggregate gross proceeds, less underwriting discounts and commissions (but before payment of expenses payable by the Selling Stockholders), received by such Selling Stockholder from the sale of Securities by such Selling Stockholder under this AgreementStatement.