Common use of By Each Selling Holder Clause in Contracts

By Each Selling Holder. Each Selling Holder severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner and their respective directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders from the sale of the Registrable Securities giving rise to such indemnification.

By Each Selling Holder. Each Selling Holder agrees severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) agrees to indemnify and hold harmless the PartnershipCompany, the General Partner its directors and their respective directors, officers, employees and agents each underwriter, pursuant to the applicable underwriting agreement with such underwriter, of Registrable Securities thereunder and each Person, whoif any, directly or indirectly, who controls the Partnership Company or underwriter within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership Company to the Selling Holders, but only with respect Holders (i) if and to the extent that such untrue statement or alleged untrue statement or omission or alleged omission is based solely upon information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Shelf Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinProspectus relating to the Registrable Securities, or any amendment or supplement thereto or any free (ii) in the case of an occurrence of an event of the type specified in Section 2.03(f), to the extent related to the use by such Selling Holder of an outdated or defective Prospectus after the Company has notified such Selling Holder in writing prospectus relating theretothat the Prospectus is outdated or defective and prior to the receipt by such Selling Holder of the Advice contemplated in Section 2.04; provided, however, that the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders Holder from the sale of the Registrable Securities giving rise to such indemnificationindemnification (except in the case of fraud or willful misconduct by such Selling Holder).

By Each Selling Holder. Each Selling Holder agrees severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner and their respective its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders Holder from the sale of the Registrable Securities giving rise to such indemnification; provided, further, however, that such Selling Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or prospectus or amendment thereof or supplement thereto, such Selling Holder has furnished in writing to the Partnership information expressly for use in such Registration Statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Partnership.

By Each Selling Holder. Each Selling Holder agrees severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, Partnership and the General Partner and Partner, their respective directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus or prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders Holder from the sale of the Registrable Securities giving rise to such indemnification; provided, further, however, that such Selling Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or prospectus or prospectus supplement or amendment thereof or supplement thereto, such Selling Holder has furnished in writing to the Partnership information expressly for use in such Registration Statement or prospectus or prospectus supplement or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Partnership.

By Each Selling Holder. Each Selling Holder agrees severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner and their respective Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus or prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders Holder from the sale of the Registrable Securities giving rise to such indemnification; provided, further, however, that such Selling Holder shall not be liable in any such case to the extent that prior to the filing of any such Registration Statement or prospectus or amendment thereof or supplement thereto, such Selling Holder has furnished in writing to the Partnership information expressly for use in such Registration Statement or prospectus or any amendment thereof or supplement thereto which corrected or made not misleading information previously furnished to the Partnership.

By Each Selling Holder. Each Selling Holder severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner Partner, and their respective directors, officers, employees employees, and agents and each Person, Person who, directly or indirectly, controls the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders from the sale of the Registrable Securities giving rise to such indemnification.

By Each Selling Holder. Each Selling Holder severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose obligations will shall be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner and their respective directors, officers, employees employees, and agents and each Person, who, directly or indirectly, controls the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement supplement, or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; provided, however, that the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose obligations will shall be joint and several) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders from the sale of the Registrable Securities giving rise to such indemnification.

By Each Selling Holder. Each Selling Holder agrees severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner and their respective Partner, its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Partnership within the meaning of the Securities Act or of the Exchange Act Act, and its directors, officers, employees and agents, to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a the Registration Statement or any other registration statement contemplated by this AgreementAgreements, or any preliminary prospectus, free writing prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or, in the case of an omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, if and to the extent that a Selling Holder failed to provide any free information requested by the Partnership in writing prospectus relating theretofor inclusion in the Registration Statement or such other registration statement contemplated by this Agreement; provided, however, that the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders Holder from the sale of the Registrable Securities giving rise to such indemnification.

By Each Selling Holder. Each Selling Holder agrees severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) agrees to indemnify and hold harmless the PartnershipUSEG, the General Partner and their respective its directors, officers, employees and agents and each Person, whoif any, directly or indirectly, who controls the Partnership USEG within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership USEG to the Selling Holders, but only with respect to (i) information regarding such Selling Holder furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Shelf Registration Statement or Statement, any other registration statement contemplated by this Agreement, any preliminary prospectus, Agreement or prospectus supplement or final prospectus contained thereinrelating to the Registrable Securities, or any amendment or supplement thereto or thereto; (ii) such Selling Holder’s sale of Registrable Securities after receipt of any free writing Cease Sale Notification, and prior to the Company withdrawing such Cease Sale Notification; and (iii) such Selling Holder’s failure to comply with any applicable prospectus relating theretodelivery requirements of the Securities Act, through no fault of the Company; provided, however, that the liability of each Selling Holder (other than the Selling Holders that are Class B Purchasers, whose obligations will be joint and several) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders Holder from the sale of the Registrable Securities giving rise to such indemnificationindemnification less the amount of any damages that such Selling Holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

By Each Selling Holder. Each Selling Holder severally and not jointly (other than the Selling Holders that are Class B Purchasers, whose BlackRock Purchaser which obligations will be joint and several) agrees to indemnify and hold harmless the Partnership, the General Partner and their respective directors, officers, employees and agents and each Person, who, directly or indirectly, controls the Partnership within the meaning of the Securities Act or of the Exchange Act to the same extent as the foregoing indemnity from the Partnership to the Selling Holders, but only with respect to information regarding such Selling Holder Holders furnished in writing by or on behalf of such Selling Holder expressly for inclusion in a Registration Statement or any other registration statement contemplated by this Agreement, any preliminary prospectus, prospectus supplement or final prospectus contained therein, or any amendment or supplement thereto or any free writing prospectus relating thereto; 011958-1172-15614-Active.21674870.15 provided, however, that the liability of each Selling Holder (other than the BlackRock Purchaser in respect of its joint obligations with respect to other Selling Holders that are Class B Purchasers, whose obligations will be joint and severalHolders) shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holders from the sale of the Registrable Securities giving rise to such indemnification; provided, further, however, that the liability of the BlackRock Purchaser with respect to a joint obligation with respect to any other Selling Holder shall not be greater in amount than the dollar amount of the proceeds (net of any Selling Expenses) received by such Selling Holder from the sale of the Registrable Securities giving rise to such indemnification .