Common use of Indemnification by the Holders Clause in Contracts

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to indemnify, to the fullest extent permitted by law, the Company and each director and officer of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon (i) any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission was made in reliance upon and in conformity with information furnished in writing by such Holder for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, furnished to it by the Company on a timely basis at or prior to the time such action is required by the Securities Act to the person claiming a Misstatement/Omission if such Misstatement/Omission was corrected in such Prospectus. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net amount of proceeds (net of payment of all expenses) received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

Appears in 12 contracts

Samples: Registration Rights Agreement (Lucas Energy, Inc.), Registration Rights Agreement (Diamondback Energy, Inc.), Investor Rights Agreement (Diamondback Energy, Inc.)

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Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to indemnify, to the fullest extent permitted by law, the Company and each director and officer of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon (i) any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission was made in reliance upon and in conformity with information furnished in writing by such Holder for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, furnished to it by the Company on a timely basis at or prior to the time such action is required by the Securities Act to the person Person claiming a Misstatement/Omission if such Misstatement/Omission was corrected in such Prospectus. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net amount of proceeds (net of payment of all expenses) received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

Appears in 6 contracts

Samples: Registration Rights Agreement (Mammoth Energy Services, Inc.), Registration Rights Agreement (Mammoth Energy Services, Inc.), Registration Rights Agreement (Mammoth Energy Services, Inc.)

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to indemnify, to the fullest extent permitted by lawLaw, the Company and Company, each director and officer of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon (i) any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission was made in reliance upon and in conformity with information furnished in writing by such Holder for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, furnished to it by the Company on a timely basis at or prior to the time such action is required by the Securities Act to the person Person claiming a Misstatement/Omission if such Misstatement/Omission was corrected in such Prospectus. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net amount of proceeds (net of payment of all expenses) received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

Appears in 3 contracts

Samples: Investor Rights Agreement (Mammoth Energy Services, Inc.), Investor Rights Agreement (Mammoth Energy Services, Inc.), Investor Rights Agreement (Mammoth Energy Services, Inc.)

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to indemnify, to the fullest extent permitted by law, the Company Limited Partnership and each director and officer of the Company General Partner and each Person who controls the Company Limited Partnership (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon (i) any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission was made in reliance upon and in conformity with information furnished in writing by such Holder for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, furnished to it by the Company Limited Partnership on a timely basis at or prior to the time such action is required by the Securities Act to the person Person claiming a Misstatement/Omission if such Misstatement/Omission was corrected in such Prospectus. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net amount of proceeds (net of payment of all expenses) received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

Appears in 3 contracts

Samples: Registration Rights Agreement (Mammoth Energy Partners LP), Registration Rights Agreement (Mammoth Energy Partners LP), Investor Rights Agreement (Mammoth Energy Partners LP)

Indemnification by the Holders. In connection with any the Shelf Registration Statement in which a Holder is participating, each such Holder agrees will furnish to the Company in writing such information as the Company reasonably requests for use in connection with the Shelf Registration Statement or Prospectus and will indemnify, to the fullest extent permitted by law, the Company Company, its directors and officers, agents and employees, each director and officer of the Company and each Person person who controls the Company (within the meaning of either Section 15 of the Securities Act or and Section 20 of the Exchange Act) against), and hold it harmless fromthe directors, any officers, agents or employees of such controlling persons, from and against all Losses arising out of or based upon (i) any Misstatement/Omission untrue statement of a material fact contained in the Shelf Registration Statement, if and Prospectus or preliminary prospectus or arising out of or based upon any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent extent, but only to the extent, that such Misstatement/Omission was made untrue statement or omission is contained in reliance upon and in conformity with any information so furnished in writing by such Holder to the Company expressly for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Shelf Registration Statement or Prospectus and was relied upon by the Company in the preparation of the Shelf Registration Statement, furnished to it by Prospectus or preliminary prospectus. In no event will the Company on a timely basis at or prior to liability of any selling Holder hereunder be greater in amount than the time such action is required by the Securities Act to the person claiming a Misstatement/Omission if such Misstatement/Omission was corrected in such Prospectus. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net dollar amount of the proceeds (net of payment of all expenses) received by such Holder from upon the sale of the Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

Appears in 2 contracts

Samples: Registration Rights Agreement (Capstar Hotel Co), Registration Rights Agreement (Keystone Inc Et Al)

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to indemnify, to the fullest extent permitted by law, law the Company and each affiliate, employee, counsel, agent, representative, director and or officer of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon (i) any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission arose out of or was made in reliance based upon and in conformity with information furnished in writing by such Holder for use therein, or (ii) the failure by such the Holder to deliver or cause to be delivered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, furnished to it by the Company on a timely basis at or prior to the time such action is required by the Securities Act to the person claiming a Misstatement/Omission if such Misstatement/Omission was corrected in such ProspectusRegistration Statement. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net amount of proceeds (net of payment of all expenses) received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

Appears in 2 contracts

Samples: Registration Rights Agreement (Plum Creek Timber Co Inc), Registration Rights Agreement (Plum Creek Timber Co L P)

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to indemnify, to the fullest extent permitted by law, law the Company and each director and officer affiliate, director, officer, employee, counsel, agent or representative of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon (i) any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission arose out of or was made in reliance based upon and in conformity with information furnished in writing by such Holder for use therein, or (ii) the failure by such Holder to deliver or cause to be delivered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, furnished to it by the Company on a timely basis at or prior to the time such action is required by the Securities Act to the person claiming a Misstatement/Omission if such Misstatement/Omission was corrected in such ProspectusRegistration Statement. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net amount of proceeds (net of payment of all expenses) received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

Appears in 2 contracts

Samples: Registration Rights Agreement (Personnel Group of America Inc), Registration Rights Agreement (Personnel Group of America Inc)

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Indemnification by the Holders. In connection with any ------------------------------ Registration Statement in which a Holder is participating, each such Holder agrees to indemnify, to the fullest extent permitted by law, law the Company and each affiliate, employee, counsel, agent, representative, director and or officer of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon (i) any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission arose out of or was made in reliance based upon and in conformity with information furnished in writing by such Holder for use therein, or (ii) the failure by such the Holder to deliver or cause to be delivered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, furnished to it by the Company on a timely basis at or prior to the time such action is required by the Securities Act to the person claiming a Misstatement/Omission if such Misstatement/Omission was corrected in such ProspectusRegistration Statement. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net amount of proceeds (net of payment of all expenses) received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

Appears in 1 contract

Samples: Registration Rights Agreement (Pc Advisory Partnters I Lp)

Indemnification by the Holders. In connection with any ------------------------------ Registration Statement in which a Holder is participating, each such Holder agrees to indemnify, to the fullest extent permitted by law, law the Company and each affiliate, employee, counsel, agent, representative, director and or officer of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) against, and hold it harmless from, any Losses arising out of or based upon (i) any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission arose out of or was made in reliance based upon and in conformity with information furnished in writing by such Holder for use therein, or (ii) the failure by such the Holder to deliver or cause to be delivered deliv- ered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, furnished to it by the Company on a timely basis at or prior to the time such action is required by the Securities Act to the person claiming a Misstatement/Omission if such Misstatement/Omission was corrected in such ProspectusRegistration Statement. Notwithstanding the foregoing, the obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net amount of proceeds (net of payment of all expenses) received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement giving rise to such indemnification obligation.

Appears in 1 contract

Samples: Registration Rights Agreement (Cmgi Inc)

Indemnification by the Holders. In connection with any Registration Statement in which a Holder is participating, each such Holder agrees to indemnify, to the fullest extent permitted by law, the Company and Company, each director and officer of the Company and each Person who controls the Company (within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act) ), and each other Holder participating in the registration, against, and hold it harmless from, any Losses arising out of or based upon (i) any Misstatement/Omission contained in the Registration Statement, if and to the extent that such Misstatement/Omission was made in reliance upon and in conformity with information furnished in writing by or on behalf of such Holder for use therein, therein or (ii) the failure by such Holder to deliver or cause to be delivered (to the extent such delivery is required under the Securities Act) the Prospectus contained in the Registration Statement, Statement furnished to it by the Company on a timely basis at or prior to the time such action is required by the Securities Act to the person claiming asserting a Misstatement/Omission if such Misstatement/Omission was corrected in such Prospectus. Notwithstanding the foregoing, the each Holder’s obligation to indemnify will be individual (several and not joint) to each Holder and will be limited to the net amount of proceeds (net of payment of all expenses) received by such Holder from the sale of Registrable Securities pursuant to such the Registration Statement giving rise to such the indemnification obligation.

Appears in 1 contract

Samples: Registration Rights Agreement (Credo Petroleum Corp)

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