Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its officers, directors, employees, agents, counsel and financial advisors and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Issuer shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus prospectus or Issuer Free Writing Prospectuspreliminary prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer Company specifically for inclusion in such Registration Statement, including, without limitation, information furnished Statement and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Issuer pursuant to Section 2.5(b) hereofPerson asserting such loss, claim, damage, liability or expense. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder of Registrable Securities Holder agrees (severally and not jointly) to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact or in any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, 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 or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been is contained in any information furnished in writing by such selling holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise haveHolder’s Selling Stockholder Information. In no event shall the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder under Holder from the sale of the its Registrable Securities included in such Registration Statement giving rise to such indemnification obligation, net of discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.5.4 and any amounts otherwise paid by such Holder as a result of such untrue statement or omission. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party and shall survive the Transfer of such securities by such Holder.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact that is provided by such selling holder and that is (i) required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or (ii) necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer Company specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. The Company shall be entitled to receive indemnities from, if applicable and if requested, underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information so furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers and directors and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Company.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its officers, directors, employeesofficers and partners, agents, counsel and financial advisors and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act), and each other selling holder of Registrable Securities, their respective officers, directors and partners, and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Person, from and against any Losses resulting from any untrue or allegedly untrue statement of a material fact or any omission or alleged omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer specifically expressly for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Issuer or any Indemnified Party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation. Each holder also shall indemnify any underwriters of the Registrable Securities, their officers, directors and partners, and each Person who controls such underwriters (within the meaning of the Securities Act) to the same extent as provided above with respect to the indemnification of the Issuer.

Indemnification by the Holders. Each selling holder Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerArris HoldCo, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Arris HoldCo (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder Holder to the Issuer Arris HoldCo specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder Holder, after deducting underwriting discounts and commissions, but before expenses, under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally included in a registration pursuant to the provisions of Sections 2.1 and not jointly) to 2.2 hereof will indemnify and hold harmless, to harmless the full extent permitted by law, the IssuerCompany, its directors and officers, directorsany controlling person and any underwriter from and against, employeesand will reimburse the Company, agentsits directors and officers, counsel any controlling person and financial advisors any underwriter with respect to, any and each Person who controls all loss, damage, liability, cost or expense to which the Issuer (within the meaning of Company or any controlling person and/or any underwriter may become subject under the Securities Act and the Exchange Act) from and against any Losses resulting from or otherwise, insofar as such losses, damages, liabilities, costs or expenses are caused by any untrue statement or alleged untrue statement of a any material fact contained in the Registration Statement, any prospectus contained therein or any amendment or supplement thereto, or arise out of or are based upon the omission of or alleged omission to state therein a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing Prospectustherein, in the light of the circumstances under in which they were made) , not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission had been contained or alleged omission was so made in any reliance upon and in strict conformity with written information furnished by or on behalf of such Holder specifically for use in writing by such selling the preparation thereof and provided further, that the maximum amount that may be recovered from any holder shall be limited to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar net amount of the proceeds received by such holder under Holder from the sale of the Registrable Securities giving rise to such indemnification obligationSecurities.

Indemnification by the Holders. Each selling holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus prospectus or Issuer Free Writing Prospectuspreliminary prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder to the Issuer Company specifically for inclusion in such Registration Statement, including, without limitation, information furnished Statement and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Issuer pursuant to Section 2.5(b) hereofPerson asserting such loss, claim, damage, liability or expense. This indemnity shall be in addition to any liability such holder may otherwise have. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company or any indemnified party. In no event shall the liability of any selling holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder under the sale of the Registrable Securities giving rise to such indemnification obligation.

Indemnification by the Holders. Each selling holder Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the Issuer, its officers, directors, employees, agents, counsel officers and financial advisors employees and each Person who controls the Issuer (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder Holder to the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished Statement and was not corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Issuer pursuant to Section 2.5(b) hereofPerson asserting such loss, claim, damage, liability or expense. This indemnity shall be in addition to any liability such holder Holder may otherwise have. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the proceeds received by such holder Holder under the sale of the Registrable Securities giving rise to such indemnification obligationobligation (net of all underwriting discounts and commissions).

Indemnification by the Holders. Each selling holder of Registrable Securities agrees Holder (severally and not jointly) agrees to indemnify and hold harmless, to the full fullest extent permitted by law, the IssuerCompany, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Company (within the meaning of the Securities Act and or the Exchange Act) from and against any Losses resulting from (i) any untrue statement of a material fact or in any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or (ii) any Issuer Free Writing Prospectus or amendment thereof or supplement thereto, 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 or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission had been contained in any information is furnished in writing by such selling holder to Holder expressly for use in the Issuer specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise haveSelling Stockholder Information. In no event shall the liability of any selling holder of Registrable Securities Holder hereunder be greater in amount than the dollar amount of the proceeds received by such holder under Holder from the sale of the Registrable Securities in the offering giving rise to such indemnification obligation, net of underwriting discounts and commissions but before expenses, less any amounts paid by such Holder pursuant to Section 3.9(d) and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.

Indemnification by the Holders. Each selling holder Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the full extent permitted by law, the IssuerArris, its officers, directors, employees, agents, counsel directors and financial advisors officers and each Person who controls the Issuer Arris (within the meaning of the Securities Act and the Exchange Act) from and against any Losses resulting from any untrue statement of a material fact or any omission of a material fact required to be stated in the Registration Statement under which such Registrable Securities were registered under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any Issuer Free Writing Prospectus or amendment thereof or supplement thereto), or necessary to make the statements therein (in the case of a Prospectus or Issuer Free Writing preliminary Prospectus, in the light of the circumstances under which they were made) not misleading, to the extent, but only to the extent, that such untrue statement or omission had been contained in any information furnished in writing by such selling holder Holder to the Issuer Arris specifically for inclusion in such Registration Statement, including, without limitation, information furnished to the Issuer pursuant to Section 2.5(b) hereof. This indemnity shall be in addition to any liability such holder may otherwise have. In no event shall the liability of any selling holder Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such holder Holder, after deducting underwriting discounts and commissions, but before expenses, under the sale of the Registrable Securities giving rise to such indemnification obligation.