Common use of Indemnification of Holders Clause in Contracts

Indemnification of Holders. The Company agrees to indemnify and hold harmless each Holder and each Person, if any, who controls (within the meaning of Section 15 of the 33 Act and Section 20 of the 34 Act) such Holder (a "Control Person") against any losses, claims, damages or liabilities, joint or several, to which such Holder or any such Control Person may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any preliminary or final registration Statement or prospectus with respect thereto, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; and the Company will reimburse each Holder and each Control Person for any legal or other expenses reasonably incurred by such Holder or such Control Person in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the Company will not be liable in any case to the extent that any such loss claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished by or on behalf of such Holder or any such Control Person specifically for use in the preparation thereof.

Appears in 2 contracts

Samples: Registration Rights Agreement (Williams Communications Group Inc), Registration Rights Agreement (Williams Communications Group Inc)

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Indemnification of Holders. The Company agrees to indemnify and hold harmless each Holder and each Person, if any, who controls (within the meaning of Section 15 of the 33 Act and Section 20 of the 34 Act) such Holder (a "Control Person") against any losses, claims, damages or liabilities, joint or several, to which such Holder or any such Control Person may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any preliminary or final registration Registration Statement or prospectus with respect thereto, or any amendment or supplement thereto, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading; and the Company will reimburse each Holder and each Control Person for any legal or other expenses reasonably incurred by such Holder or such Control Person in connection with investigating or defending any such loss, claim, damage liability or action; provided, however, that the Company will not be liable in any case to the extent that any such loss claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished by or on behalf of such Holder or any such Control Person specifically for use in the preparation thereof.

Appears in 1 contract

Samples: Shareholder Agreement (Williams Companies Inc)

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