By the Holders. In connection with any Shelf Registration Statement in which a Holder of Registrable Securities is participating, the participating Holders will furnish to the Parent in writing information regarding the Holders’ ownership of Registrable Securities and their intended method of distribution thereof and, to the extent permitted by law, shall, severally and jointly, indemnify (i) the Parent and its affiliates, directors, officers, employees, representatives and agents (collectively, the “Parent Indemnified Persons”) and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Parent Indemnified Person against all Losses caused by (A) any untrue statement of material fact contained in the Shelf Registration Statement, Prospectus or preliminary Prospectus or any amendment or supplement thereto, or any documents incorporated therein by reference, or (B) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but, in each case, only to the extent that such untrue statement or omission is caused by any information furnished in writing by any Holder Indemnified Person expressly for inclusion therein. Notwithstanding the foregoing, the Holders shall not be liable to the Parent for amounts in excess of the net amounts received by the Holders in the offering giving rise to such liability. In connection with an Underwritten Offering and without limiting any of the other obligations of the Holders under this Agreement, the Holders shall also provide customary indemnities to (i) such Underwriter Indemnified Persons and (ii) each person who controls (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act) any such Underwriter Indemnified Person to the same extent as provided above with respect to the indemnification (and exceptions thereto) of the Parent Indemnified Person and the person controlling such Parent Indemnified Persons.
By the Holders. In connection with any registration statement in which a holder of Registrable Securities is participating, each such holder will furnish to the Company in writing such information and affidavits about such holder as the Company reasonably requests for use in connection with any such registration statement or prospectus and, to the extent permitted by law, will indemnify the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act) and the other holders of Registrable Securities against any losses, claims, damages, liabilities and expenses resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such holder which authorizes its use in the applicable document; provided, that the obligation to indemnify will be individual, not joint and several, for each holder and will be limited to the net amount of proceeds received by such holder from the sale of Registrable Securities pursuant to such registration statement.
By the Holders. To the extent permitted by law, each Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, and each person, if any, who controls the Company within the meaning of the Act (such persons and entities referred to as “Company Indemnified Parties”) against any Losses to which such Company Indemnified Parties may become subject under the Act, the Exchange Act or other federal or state law, insofar as such Losses (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 the Holders expressly for use in connection with such registration statement; and the Holders will reimburse any legal or other expenses reasonably incurred by such Company Indemnified Parties in connection with investigating or defending any such Violation; provided, however, that the indemnity agreement contained in this subsection shall not apply to amounts paid in settlement of any such Loss if such settlement is effected without the consent of the Holders; provided further, that the Holders shall not be liable for the reasonable legal fees and expenses of more than one counsel to the Company Indemnified Parties; and provided further, that the total amounts payable in indemnity by the Holders under this subsection in respect of any Violation shall not exceed the net proceeds received by the Holders in the registered offering out of which such Violation arises.
By the Holders. In connection with any registration statement in which a Holder is participating, that Holder will furnish to the Company in writing such information as the Company reasonably requests for use in connection with any such registration statement, preliminary prospectus or prospectus, or any amendment or supplement thereto and, to the extent permitted by law, will indemnify the Company and each other Holder and its directors, managers, officers, employees, members, shareholders and each Person who controls the Company and each Holder (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including, but not limited to, reasonable attorneys’ fees) to which the Company or any Holder or any such director, manager, officer, employee, shareholder or controlling Person may become subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon (i) any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus or any amendment thereof or supplement thereto or in any application or (ii) any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is made in such registration statement, any such prospectus or preliminary prospectus or any amendment or supplement thereto, or in any application, in reliance upon and in conformity with written information prepared and furnished to the Company by that Holder expressly for use therein, and that Holder will reimburse the Company and each such director, manager, officer, employee, shareholder and controlling Person for any legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the 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, the Holder has furnished in writing to the Company information expressly for use in such registration statement or prospectus or any amendment thereof or supplement thereto that corrected or made not misleading information previously furnished to the Compan...
By the Holders. Each Holder agrees, and shall use its best efforts to cause its Affiliates to agree, not to effect any public sale or distribution of any equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the seven (7) days prior to, and during the ninety (90) day period beginning on, the effective date of any registration statement (except as part of such registration statement) filed by the Company, in the case of an underwritten offering if, and to the extent, reasonably requested by the managing underwriter(s); provided, however, that all executive officers, directors and five percent (5%) stockholders of the Company agree to similar restrictions, which the Company will use its reasonable best efforts to enforce; provided further, that, no such 5% stockholder, director or officer shall be released, in whole or in part, from its respective agreement unless each of the Holders shall also be released from its agreement to the same extent as such 5% stockholder, director or officer. Notwithstanding the foregoing, this Section 5.4(b) shall not be deemed to restrict any Holder from selling any Common Stock or any security convertible into or exchangeable or exercisable for Common Stock in any private transaction exempt from the registration requirements of the Securities Act.
By the Holders. At any time within thirty (30) days after the receipt of such notice (the “Section 2 Holders’ Exercise Period”), each Holder may, but is not obligated to, elect to purchase all or any portion of her pro rata share of the Section 2 Offered Shares based upon the percentage she owns or controls of all Voting Shares owned or controlled jointly by both Holders, on terms substantially equivalent to the terms offered by the proposed Transferee and specified in the Proposed Transferor's Written Notice and at a price per share equal to the price per share offered by the proposed Transferee and specified in the notice. In the event the proposed Transfer is for no consideration, including without limitation such as with respect to a charitable donation, the value per share shall be the Appraised Value. Each Holder also may designate if such Holder elects to purchase any portion of the Section 2 Offered Shares not elected for purchase by the other Holder, indicating a limit on such additional shares if desired by such Holder. (i)
By the Holders. (i) Notwithstanding anything in the Partnership Agreement to the contrary, but subject to Section 6 hereof, holders of Series A Preferred Partnership Units shall not be permitted to tender their Series A Preferred Partnership Units for redemption by the Partnership in accordance with Section 8.6 the Partnership Agreement; provided, however, that any Class A Units received as a result of a conversion of Series A Preferred Partnership Units into Class A Units pursuant to Sections 5 or 6 hereof shall thereafter be subject to Section 8.6 of the Partnership Agreement to the same extent as any other Class A Unit of the Partnership then outstanding; provided further, that for the avoidance of doubt, but subject to the provisions of Section 7(a)(ii) hereof, any Class A Units received as a result of a conversion of Series A Preferred Partnership Units into Class A Units shall be eligible to be tendered for redemption by the holders thereof on or after the Series A Preferred Unit Conversion Right Date. From and after the applicable Series A Preferred Unit Conversion Date, the Series A Preferred Partnership Units shall no longer be outstanding and all rights hereunder with respect to such Series A Preferred Partnership Units shall cease.
By the Holders. Each Holder agrees, and shall use its best efforts to cause its Affiliates to agree, not to effect any public sale or distribution of any equity securities, or any securities convertible into or exchangeable or exercisable for such securities, during the 7 days prior to, and during the 90-day period beginning on, the effective date of any registration statement (except as part of such registration statement) filed by the Company, in the case of an underwritten offering if, and to the extent, reasonably requested by the managing underwriter(s); provided that all executive officers and directors of the Company agree to similar restrictions, which the Company will use its reasonable best efforts to enforce and provided further that the Company informs such Holder of the expected effective date at least fifteen (15) days prior thereto. Notwithstanding the provisions of the preceding sentence, a Holder may sell any or all of its Registrable Securities in a private sale.
By the Holders. In connection with any registration statement in which any of the Holders or another holder of Registrable Shares is participating, each such holder shall furnish to the Corporation in writing such information and affidavits as the Corporation reasonably requests relating to information about the holder for use in connection with any such registration statement or prospectus and, to the fullest extent permitted by law, shall indemnify the Corporation, its directors and officers and each Person who controls the Corporation (within the meaning of the Securities Act) against any Liabilities resulting from any untrue or alleged untrue statement of material fact contained in the registration statement, prospectus or preliminary prospectus, or any amendment thereof or supplement thereto, or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission related to such holder and is contained in any information or affidavit so furnished in writing by such holder specifically for use in such registration statement; provided that the obligation to indemnify will be several, not joint and several, among such holders of Registrable Shares, and the liability of each such holder of Registrable Shares under this Section 8 shall be limited to the net amount received by such holder from the sale of Registrable Shares pursuant to such registration statement.
By the Holders. The Issuer may require, as a condition to including any Registrable Units in any registration statement filed pursuant to any of Sections 2.1, 2.2, 2.3 or 2.4 hereof, that the Issuer shall have received an undertaking satisfactory to it from each of the Holders whose Registrable Units are to be included therein, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.11(a) hereof) the Issuer, its General Partner, each director of the General Partner, each officer of the General Partner and each other Person, if any, who controls the Issuer within the meaning of the Securities Act, with respect to any untrue statement or alleged untrue statement in, or omission or alleged omission from, such registration statement, any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, if such statement or omission was made in reliance upon and in conformity with information furnished to the Issuer by such Holder specifically for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Issuer or any such director, officer or controlling Person and shall survive the transfer of such securities by such seller.
