Common use of By Selling Holders Clause in Contracts

By Selling Holders. To the extent permitted by law, (i) each ------------------ selling Holder will indemnify and hold harmless Keynote, each of its directors, each of its officers who have signed the registration statement, each Person, if any, who controls Keynote within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement, against any losses, claims, damages or liabilities (joint or several) to which Keynote or any such director, officer, controlling person, underwriter or other such Holder may become subject under the Securities, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; (ii) and each such Holder will indemnify and reimburse Keynote or any such director, officer, controlling person, underwriter or other Holder for any reasonable attorneys' fees and other expenses reasonably incurred by Keynote or any such director, officer, controlling person, underwriter or other Holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred. Each selling Holder's liability pursuant to this Section 12.9(b) shall be limited to an amount equal to the net proceeds received by such selling Holder pursuant to sales under the registration statement.

By Selling Holders. To the fullest extent permitted by law, (i) each ------------------ selling Holder will indemnify and hold harmless KeynoteParent, each of its directors, each of its officers who have signed the registration statementagents and employees, each Personperson, if any, who controls Keynote Parent within the meaning of Section 15 of the Securities Act or Section 12 of the Exchange Act, any underwriter and any other Holder selling securities under such registration statement, against any losses, claims, damages or liabilities (joint or several) to which Keynote Parent or any such director, officer, controlling person, underwriter or other such Holder may become subject under the SecuritiesSecurities Act, the Exchange Act or Act, other federal or state lawlaw or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; (ii) and each such Holder will indemnify and reimburse Keynote Parent or any such director, officer, controlling person, underwriter or other Holder for any reasonable attorneys' ’ fees and other expenses reasonably incurred by Keynote Parent or any such director, officer, controlling person, underwriter or other Holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred. Each selling Holder's In no event will the liability pursuant to of any Holder under this Section 12.9(b) shall be limited to an amount equal to 12.9.2 exceed the net proceeds from the applicable sale of Registrable Securities received by such selling Holder pursuant to sales under the registration statementHolder.

By Selling Holders. To the extent permitted by law, (i) each ------------------ selling Holder will indemnify and hold harmless KeynoteAcquirer, each of its directors, each of its officers who have signed the registration statement, each Person, if any, who controls Keynote Acquirer within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement, against any losses, claims, damages or liabilities (joint or several) to which Keynote Acquirer or any such director, officer, controlling person, underwriter or other such Holder may become subject under the Securities, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; (ii) and each such Holder will indemnify and reimburse Keynote Acquirer or any such director, officer, controlling person, underwriter or other Holder for any reasonable attorneys' fees and other expenses reasonably incurred by Keynote Acquirer or any such director, officer, controlling person, underwriter or other Holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred. Each selling Holder's liability pursuant to this Section 12.9(b) shall be limited to an amount equal to the net proceeds received by such selling Holder pursuant to sales under the registration statement.

By Selling Holders. To the extent permitted by law, (i) each ------------------ selling Holder will indemnify and hold harmless KeynoteParent, each of its directors, each of its officers who have signed the registration statement, each Personperson, if any, who controls Keynote Parent within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement, against any losses, claims, damages or liabilities (joint or several) to which Keynote Parent or any such director, officer, controlling person, underwriter or other such Holder may become subject under the SecuritiesSecurities Act, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and (ii) and each such Holder will indemnify and reimburse Keynote Parent or any such director, officer, controlling person, underwriter or other Holder for any reasonable attorneys' fees and other expenses reasonably incurred by Keynote Parent or any such director, officer, controlling person, underwriter or other Holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred. Each selling Holder's liability pursuant to this Section 12.9(b) shall be limited to an amount equal to the net proceeds received by such selling Holder pursuant to sales under the registration statement.

By Selling Holders. To the extent permitted by law, (i) each ------------------ selling Holder will indemnify and hold harmless Keynotethe Company, each of its directors, each of its officers who have signed the registration statement, each Personperson, if any, who controls Keynote the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statementunderwriter, against any losses, claims, damages or liabilities (joint or several) to which Keynote the Company or any such director, officer, controlling person, person or underwriter or other such Holder may become subject under the SecuritiesSecurities Act, the Exchange 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; (iiPROVIDED, HOWEVER, that the indemnity agreement contained in this subsection 1.5(b) and each such Holder will indemnify and reimburse Keynote or any such director, officer, controlling person, underwriter or other Holder for any reasonable attorneys' fees and other expenses reasonably incurred by Keynote or any such director, officer, controlling person, underwriter or other Holder shall not apply to amounts paid in connection with investigating or defending settlement of any such loss, claim, damage, liability or actionaction if such settlement is effected without the consent of the Holder, as incurred. Each selling Holder's liability pursuant to which consent shall not be unreasonably withheld; and PROVIDED FURTHER, that the total amounts payable in indemnity by a Holder under this Section 12.9(b1.5(b) in respect of any Violation shall be limited to an amount equal to not exceed the net proceeds received by such selling Holder pursuant to sales under in the registration statementregistered offering out of which such Violation arises.

By Selling Holders. To the extent permitted by law, (i) each ------------------ selling Holder will indemnify and hold harmless KeynoteParent, each of its directors, each of its officers who have signed the registration statement, each Person, if any, who controls Keynote Parent within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement, against any losses, claims, damages or liabilities (joint or several) to which Keynote Parent or any such director, officer, controlling person, underwriter or other such Holder may become subject under the Securities, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; (ii) and each such Holder will indemnify and reimburse Keynote Parent or any such director, officer, controlling person, underwriter or other Holder for any reasonable attorneys' fees and other expenses reasonably incurred by Keynote Parent or any such director, officer, controlling person, underwriter or other Holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred. Each selling Holder's liability pursuant to this Section 12.9(b) shall be limited to an amount equal to the net proceeds received by such selling Holder pursuant to sales under the registration statement.

By Selling Holders. To the extent permitted by law, (i) each ------------------ selling Holder will indemnify and hold harmless KeynoteExcite@Home, each of its directors, each of its officers who have signed the registration statement, each Person, if any, who controls Keynote Excite@Home within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement, against any losses, claims, damages or liabilities (joint or several) to which Keynote Excite@Home or any such director, officer, controlling person, underwriter or other such Holder may become subject under the Securities, the Exchange Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; (ii) and each such Holder will indemnify and reimburse Keynote Excite@Home or any such director, officer, controlling person, underwriter or other Holder for any reasonable attorneys' fees and other expenses reasonably incurred by Keynote Excite@Home or any such director, officer, controlling person, underwriter or other Holder in connection with investigating or defending any such loss, claim, damage, liability or action, as incurred. Each selling Holder's liability pursuant to this Section 12.9(b) shall be limited to an amount equal to the net proceeds received by such selling Holder pursuant to sales under the registration statement.