Common use of Indemnification by Selling Stockholders Clause in Contracts

Indemnification by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, partners and members 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, and the Carvana Parties, their directors, each of their officers who signed the Registration Statement and each person, if any, who controls the Carvana Parties 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 6, as incurred, but only with respect to untrue statements of material fact or omissions therefrom of a material fact, or alleged untrue statements of material fact or alleged omissions therefrom of a material fact, made in the Registration Statement (or any amendment thereto), in any preliminary prospectus, any Issuer Free Writing Prospectus, 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 information furnished or confirmed in writing to the Company by or on behalf of such Selling Stockholder expressly for use therein; provided, however, that the indemnity provided by such Selling Stockholder under this subsection (b) shall not exceed the product of (x) the number of Securities sold by such Selling Stockholder and (y) the Purchase Price.

Indemnification by Selling Stockholders. Each Selling StockholderStockholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, partners and members 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, and the Carvana Parties, their directors, each of their officers who signed the Registration Statement and each person, if any, who controls the Carvana Parties 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 68, as incurred, but only with respect to untrue statements of material fact or omissions therefrom of a material factomissions, or alleged untrue statements of material fact or alleged omissions therefrom of a material factomissions, 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 or confirmed in writing 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 expressly for use therein; provided, however, that from the indemnity provided sale of Underwritten Securities by such Selling Stockholder under this subsection (b) shall not exceed the product of (x) the number of Securities sold by such Selling Stockholder and (y) the Purchase PriceAgreement.

Indemnification by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, partners and members 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, and the Carvana PartiesCompany, their its directors, each of their its officers who signed the Registration Statement and each person, if any, who controls the Carvana Parties Company 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 6, as incurred, but only with respect to untrue statements of material fact or omissions therefrom of a material factomissions, or alleged untrue statements of material fact or alleged omissions therefrom of a material factomissions, made in the Registration Statement (or any amendment thereto), in any preliminary prospectus, any Issuer Free Writing Prospectus, 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 information furnished or confirmed in writing to the Company by or on behalf of such Selling Stockholder expressly for use therein, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the General Disclosure Package, any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any such amendment or supplement in reliance upon and in conformity with written information relating to such Selling Stockholder furnished to the Company by such Selling Stockholder expressly for use in the preparation of the answers to Item 7 of Form S-3; provided, however, that the indemnity provided by such Selling Stockholder under shall 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 an untrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any preliminary prospectus or the Prospectus or any such amendment or supplement in reliance upon and in conformity with written information furnished to the Company by the Underwriter expressly for use therein; provided, further, that the liability of a Selling Stockholder pursuant to this subsection (b) shall not exceed the product of (xi) the number of Securities sold by such Selling Stockholder and (yii) the Purchase Priceper share net proceeds to the Selling Stockholder as set forth in the Prospectus.

Indemnification by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, partners and members 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, and the Carvana PartiesCompany, their its directors, each of their its officers who signed the Registration Statement and each person, if any, who controls the Carvana Parties Company 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 6, as incurred, but only with respect to untrue statements of material fact or omissions therefrom of a material factomissions, or alleged untrue statements of material fact or alleged omissions therefrom of a material factomissions, made in the Registration Statement (or any amendment thereto), in or any preliminary prospectus, any Issuer Free Writing Prospectus, 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 433thereto) that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with information relating to such Selling Stockholder (including, without limitation, the information with respect to such Selling Stockholder’s Securities and any other shares of Common Stock or other securities of the Company which are owned or held by such Selling Stockholder) furnished or confirmed (in writing each case orally or in writing) to the Company by or on behalf of such Selling Stockholder expressly for use thereinin the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto); provided, however, that the indemnity provided by such Selling Stockholder liability under this subsection (b) of any Selling Stockholder shall not exceed be limited to an amount equal to the product of (x) aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the number sale of Securities sold by such Selling Stockholder and (y) the Purchase Pricehereunder.

Indemnification by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliates, and its and their officers, directors, employees, partners and members 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, and the Carvana PartiesCompany, their its directors, each of their its officers who signed the Registration Statement and each person, if any, who controls the Carvana Parties Company 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 6, as incurred, but only with respect to untrue statements of material fact or omissions therefrom of a material factomissions, or alleged untrue statements of material fact or alleged omissions therefrom of a material factomissions, made in the Registration Statement (or any amendment thereto), in any preliminary prospectus, any Issuer Free Writing Prospectus, 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 written information furnished or confirmed in writing to the Company by or on behalf of such Selling Stockholder expressly for use therein; provided, however, provided further that the indemnity provided by such each Selling Stockholder shall not in any case be liable under this subsection (b) shall not exceed Agreement for any amount greater than the product of (x) the number of Securities sold shares purchased by the Underwriter from such Selling Stockholder and under Section 2 hereof times (y) the Purchase Price.offering price per share set forth on the cover page of the Prospectus (net of the underwriting discount but before deducting other expenses)..