Common use of Indemnification by the Holder Clause in Contracts

Indemnification by the Holder. To the extent permitted by law, the Holder will, and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section) each underwriter, each person (including an individual or a legal entity) who controls such underwriter within the meaning of the Securities Act, Liquids, each director of Liquids, each officer of Liquids and each other person, if any, who controls Liquids within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information pertaining to the Holder, or, as to periods prior to the date hereof, to AWW or its business or activities, or to any other business or activity in which the Holder has been involved in any way, furnished to Liquids by the Holder expressly for use in the preparation of such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and with respect to any violation by the Holder of the Securities Act or the Exchange Act; provided however, that the liability of the Holder hereunder shall be limited to the proportion of any loss, claim, damage, or liability which is equal to the proportion that the public offering price of shares sold by the Holder under such Registration Statement bears to the total public offering price of shares sold thereunder, but not to exceed the proceeds received by the Holder from the sale of the Holder's Stock covered by such Registration Statement.

Indemnification by the Holder. To the extent permitted by law, the The Holder will, and hereby does, shall indemnify and hold harmless (in the same manner Company, its directors, officers, agents and to the same extent as set forth in subdivision (a) of this Section) each underwriteremployees, each person (including an individual or a legal entity) Person who controls such underwriter the Company (within the meaning of the Securities Act, Liquids, each director of Liquids, each officer of Liquids and each other person, if any, who controls Liquids within the meaning Section 15 of the Securities Act and Section 20 of the Exchange Act), with respect and the directors, officers, agents or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising out of or are based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any statement or alleged statement in or omission or alleged omission from such Registration Statement, of a material fact required to be stated therein or necessary to make the statements therein (in the case of any preliminary prospectus, final prospectus or summary prospectus contained thereinProspectus, or any amendment form of prospectus or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information pertaining light of the circumstances under which they were made) not misleading (i) to the Holderextent, or, as to periods prior but only to the date hereofextent, to AWW that such untrue statements or its business or activities, or to any other business or activity in which omissions are based upon information regarding the Holder has been involved furnished in any waywriting to the Company by the Holder expressly for use therein or (ii) to the extent, furnished but only to Liquids the extent, that such information relates to the Holder or the Holder’s proposed method of distribution of Registrable Securities and was provided by the Holder expressly for use in the preparation of such a Registration Statement, preliminary prospectus, final prospectus, summary prospectus, such Prospectus or such form of Prospectus or in any amendment or supplementsupplement thereto or (iii) in the case of an occurrence of an event of the type specified in Section 4(i), to the extent, but only to the extent, related to the use by the Holder of an outdated or defective Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated or defective and with respect prior to any violation the receipt by the Holder of the Securities Act Advice contemplated in Section 10(c), but only if and to the extent that following the receipt of the Advice the misstatement or the Exchange Act; provided however, that omission giving rise to such Loss would have been corrected. In no event shall the liability of the Holder hereunder shall be limited to greater in amount than (i) in the proportion event of any loss, claim, damage, or liability which is equal to the proportion that the public offering price sale of shares sold Registrable Securities by the Holder under such Registration Statement bears to Holder, the total public offering price dollar amount of shares sold thereunder, but not to exceed the net proceeds actually received by the Holder from the sale of such Registrable Securities or (ii) in the event of the distribution of Registrable Securities by the Holder's Stock covered by , the value of such Registration StatementRegistrable Securities (as such value is provided under the Disclosure Statement (as defined in the Plan)), in the case of clauses (i) and (ii), with respect to the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holder. To the extent permitted by law, the The Holder will, and hereby does, will indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section) each underwriterCompany, each person (including an individual or a legal entity) of its directors and officers who controls such underwriter within have signed the meaning of the Securities Act, Liquids, each director of Liquids, each officer of Liquids registration statement and each other person, if any, who controls Liquids within the Company with the meaning of Section 15 of the Securities ActAct from and against any and all losses, claims, damages, expenses or liabilities, joint or several, to which they or any of them may become subject under the Securities Act or under any other statute or at common law or otherwise, including the Blue Sky laws of the various jurisdictions, and except as hereinafter provided, will reimburse the Company and each such director, officer or controlling person for any legal or other expenses reasonably incurred by them or any of them in connection with respect investigating or defending any actions whether or not resulting in any liability, insofar as such losses, claims, damages, expenses, liabilities or actions arise out of or are based upon any untrue statement of material fact, or an omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein not misleading, contained in any statement or alleged statement in or omission or alleged omission from such Registration Statementregistration statement, any preliminary prospectus, final or amended preliminary prospectus or summary in any prospectus contained therein(or the registration statement or prospectus as from time to time amended or supplemented) which the Company shall file pursuant to Sections 2.1 or 2.2 hereof, or but only insofar as any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information pertaining furnished in writing to the Company by the Holder or any underwriter employed by the Holder, or, as to periods . Promptly after receipt of notice of the commencement of any action in respect of which indemnity may be sought against the Holder (but in no event later than ten (10) days prior to the date hereoftime any notice of appearance or any response thereto is required) the Company shall notify the Holder in writing of the commencement thereof, and the Holder shall, subject to AWW or its business or activitiesthe provisions hereinafter stated, or assume the defense of such action (including the employment of counsel) insofar as such action shall relate to any other business alleged liability in respect of which indemnity may be sought against the Holder. The Company and each director, officer or activity in which controlling person shall have the Holder has been involved right to employ separate counsel in any way, furnished such action and to Liquids by the Holder expressly for use participate in the preparation defense thereof, but the fees and expenses of such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and with respect to any violation by counsel shall not be at the Holder of the Securities Act or the Exchange Act; provided however, that the liability expense of the Holder hereunder unless the employment of such counsel has been specifically authorized by him. The Holder shall not be limited liable to the proportion indemnify any person, as required by this Section, for any settlement of any loss, claim, damage, or liability which is equal to the proportion that the public offering price of shares sold by the Holder under such Registration Statement bears to the total public offering price of shares sold thereunder, but not to exceed the proceeds received by the Holder from the sale of action effected without the Holder's Stock covered by such Registration Statementconsent, nor shall he be liable to indemnify any person unless he shall be notified of the commencement of any action within the time limits and as set forth above.

Indemnification by the Holder. To If Registrable Securities of the Holders are included or are to be included in any registration statement filed in connection with a Shelf Registration Statement, as a condition to including Registrable Securities in such registration statement, the Holders shall, to the full extent permitted by law, the Holder will, and hereby does, indemnify and hold harmless (in the same manner Company, its directors and to the same extent as set forth in subdivision (a) of this Section) officers, and each underwriterother Person, each person (including an individual or a legal entity) if any, who controls such underwriter the Company within the meaning of the Securities Act, Liquids, each against any Losses to which the Company or any such director of Liquids, each or officer of Liquids and each other person, if any, who controls Liquids within the meaning of or controlling Person may become subject under the Securities ActAct or otherwise, with insofar as such Losses (or actions or proceedings, whether commenced or threatened, in respect to thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in or omission or alleged omission from any such Registration Statementregistration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in strict conformity with written information pertaining furnished or confirmed in writing to the Holder, or, as to periods prior to the date hereof, to AWW or its business or activities, or to any other business or activity in which the Holder has been involved in any way, furnished to Liquids Company by the Holder expressly for use in the preparation of such Registration StatementHolders; provided, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and with respect to any violation by the Holder of the Securities Act or the Exchange Act; provided however, that the liability of the Holder hereunder in no event shall be limited to the proportion of any loss, claim, damage, or liability which is equal to the proportion that the public offering price of shares sold indemnity provided by the Holder Holders under such Registration Statement bears to the total public offering price of shares sold thereunder, but not to this Section 4(b) exceed the net proceeds from the offering received by the Holder from the sale Holders. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Holder's Stock covered by Company or any such Registration Statementdirector, officer, member, partner or controlling Person.

Indemnification by the Holder. To the extent permitted by law, the Holder will, and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section) each underwriter, each person (including an individual or a legal entity) who controls such underwriter within the meaning of the Securities Act, Liquids, each director of Liquids, each officer of Liquids and each other person, if any, who controls Liquids within the meaning of the Securities Act, with respect to any statement or alleged statement in or omission or alleged omission from such Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information pertaining to the Holder, or, as to periods prior to the date hereof, to AWW any of the Mesa Companies or its business their businesses or activities, or to any other business or activity in which the Holder has been involved in any way, furnished to Liquids by the Holder expressly for use in the preparation of such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and with respect to any violation by the Holder of the Securities Act or the Exchange Act; provided however, that the liability of the Holder hereunder shall be limited to the proportion of any loss, claim, damage, or liability which is equal to the proportion that the public offering price of shares sold by the Holder under such Registration Statement bears to the total public offering price of shares sold thereunder, but not to exceed the proceeds received by the Holder from the sale of the Holder's Stock covered by such Registration Statement.

Indemnification by the Holder. To the extent permitted by lawEach Selling Holder agrees, the Holder willseverally but not jointly, and hereby does, to indemnify and hold harmless (in the same manner Issuer, its officers, directors and to the same extent as set forth in subdivision (a) of this Section) each underwriter, each person (including an individual or a legal entity) who controls such underwriter within the meaning of the Securities Act, Liquids, each director of Liquids, each officer of Liquids agents and each other personPerson, if any, who controls Liquids the Issuer within the meaning of either Section 15 of the Securities ActAct or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Issuer to each Selling Holder, but only (i) with respect to information furnished in writing by such Selling Holder or on such Selling Holder's behalf expressly for use in any registration statement or alleged statement in or omission or alleged omission from such Registration Statement, any preliminary prospectus, final prospectus or summary prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto, if such statement or alleged statement any preliminary prospectus or omission or alleged omission was made in reliance upon and in strict conformity with written information pertaining (ii) to the Holder, or, as to periods prior to the date hereof, to AWW or its business or activities, or to any other business or activity in which the Holder has been involved in any way, furnished to Liquids by the Holder expressly for use in the preparation of such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and with respect to any violation by the Holder of the Securities Act or the Exchange Act; provided however, extent that the liability of the Holder hereunder shall be limited to the proportion of any loss, claim, damage, liability or liability which is equal expense described in Section 2.06(a) results from the fact that a current copy of the prospectus (or the amended or supplemented prospectus, as the case may be) was not sent or given to the proportion that the public offering price of shares sold by the Holder under Person asserting any such Registration Statement bears loss, claim, damage, liability or expense at or prior to the total public offering price written confirmation of shares sold thereunder, but not to exceed the proceeds received by the Holder from the sale of the Holder's Stock covered by Registrable Securities concerned to such Registration StatementPerson if it is determined that it was the responsibility of such Selling Holder to provide such Person with a current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) and such current copy of the prospectus (or such amended or supplemented prospectus, as the case may be) would have cured the defect giving rise to such loss, claim, damage, liability or expense. Each Selling Holder also agrees to indemnify and hold harmless the underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters on substantially the same basis as that of the indemnification of the Issuer provided in this Section 2.06(b).

Indemnification by the Holder. To the extent permitted by law, the The Holder will, and hereby does, shall indemnify and hold harmless (in the same manner Company, its directors, officers, agents and to the same extent as set forth in subdivision (a) of this Section) each underwriteremployees, each person (including an individual or a legal entity) entity who controls such underwriter the Company (within the meaning of the Securities Act, Liquids, each director of Liquids, each officer of Liquids and each other person, if any, who controls Liquids within the meaning Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such controlling persons or entities, to the fullest extent permitted by applicable law, from and against all Losses, as incurred, arising solely out of or based solely upon: (x) the Holder’s failure to comply with respect the prospectus delivery requirements of the Securities Act to the extent that delivery of such Prospectus would have avoided such Loss or (y) any statement untrue or alleged untrue statement of a material fact contained in any Registration Statement, any Prospectus, or any form of prospectus, or in any amendment or supplement thereto or in any preliminary prospectus, or arising solely out of or based solely upon any omission or alleged omission from such Registration Statement, any preliminary prospectus, final prospectus of a material fact required to be stated therein or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information pertaining necessary to make the statements therein not misleading to the Holderextent, or, as to periods prior but only to the date hereofextent, to AWW that such untrue statements or its business or activities, or to any other business or activity in which omissions are based solely upon information regarding the Holder has been involved furnished in any way, furnished writing to Liquids the Company by the Holder expressly for use in the preparation of such Registration Statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement, and with respect to any violation by the Holder of the Securities Act or the Exchange Act; provided however, that therein. In no event shall the liability of the selling Holder hereunder shall be limited to greater in amount than the proportion dollar amount of any loss, claim, damage, or liability which is equal to the proportion that the public offering price of shares sold by the Holder under such Registration Statement bears to the total public offering price of shares sold thereunder, but not to exceed the net proceeds received by the Holder from upon the sale of the Registrable Securities giving rise to such indemnification obligation. The indemnity agreement contained in this Section 5(b) and the agreement with respect to contribution contained in Section 5(d) shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Holder's Stock covered by such Registration Statement, which consent shall not be unreasonably withheld or delayed.