Common use of Indemnification by the Clause in Contracts

Indemnification by the. Investors If any Registrable Securities are included in any registration statement, the Investors who beneficially own such Registrable Securities (the "Indemnifying Investors") shall indemnify and hold harmless, to the fullest extent permitted by law, the Trust and each trustee, officer and employee of the Trust, and each Person who controls the Trust within the meaning of the Securities Act (the "Investor Indemnified Parties"), against losses, claims, damages, liabilities or judgments (or actions or proceedings, whether commenced or threatened, in respect thereof) that arise out of or are based upon (a) any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with information furnished to the Trust by the Investors, or (b) any violation by the Investors, or their respective directors, officers, partners, employees, agents and affiliate, of this Agreement or any law applicable to and in connection with such registration, and such Investors shall reimburse the Investor Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or judgment (or action or proceeding in respect thereof) described in clauses (a) or (b). In no event shall any Indemnifying Investor, its directors, officers or any person who controls such Indemnifying Investor be liable or responsible for any amount in excess of the amount by which the total amount received by such Indemnifying Investor with respect to any registration of any securities of the Trust under the Securities Act exceeds (i) the pro rata amount paid by such Indemnifying Investor for such securities of the Trust and (ii) the amount of any damages that such Indemnifying Investor, its directors, officers or any person who controls such Indemnifying Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

Indemnification by the. Investors If any Registrable Securities are included in any registration statementCompany and meter replacement contractor. Company shall indemnify, defend and hold the Owner and its officials, employees, and agents (collectively, the Investors who beneficially own such Registrable Securities (the "Indemnifying Investors") shall indemnify and hold harmless, to the fullest extent permitted by law, the Trust and each trustee, officer and employee of the Trust, and each Person who controls the Trust within the meaning of the Securities Act (the "Investor “Owner Indemnified Parties")”) harmless from and against any and all liabilities, against losses, fines, penalties, damages, costs, actions, expenses, claims, damagesdemands, liabilities liens, encumbrances, judgments, administrative proceedings or judgments (or actions or proceedingssuits, whether commenced or threatened, in respect thereof) that arise arising out of or are based upon as a result of injury or damage to persons or property and including reasonable attorneys’ fees and costs, imposed or asserted against or incurred by any of them arising out of (ai) a breach of any statement of the representations, warranties or alleged statement covenants contained in this Agreement by Company, (ii) an Environmental Claim arising due to the Company’s and meter replacement contractor’s negligence or omission or alleged omission from such registration statementwillful misconduct; (iii) , any preliminary prospectusdischarge, final prospectus or summary prospectus contained thereindispersal, release, or escape from the System, any amendment flow into or supplement theretoupon land, if such statement the atmosphere or alleged statement any water course or omission or alleged omission was made in reliance upon and in conformity with information furnished body of water arising due to the Trust by the Investors, Company’s and meter replacement contractor’s negligence or willful misconduct; (biv) any violation by the InvestorsCompany and meter replacement contractor of any Applicable Law, or their respective directors, officers, partners(v) the willful misconduct or negligent act or omission of Company and meter replacement contractor’s its agents, employees, agents and affiliateand/or subcontractors in any way relating to the operation, maintenance and/or management of the System, or any part thereof during the term of this Agreement; Company shall require in its agreement with any meter replacement contractor or supplier that such party also provide similar indemnity to Owner. (Provided, however, that Company shall not be liable to the Owner indemnified Parties to the extent that any such liabilities, losses, damages, costs, actions, expenses, claims, demands, liens, encumbrances, judgments or suits result from the negligence or willful misconduct or breach of this Agreement or any law applicable to and in connection with such registration, and such Investors shall reimburse by the Investor Owner Indemnified Parties for any legal or any other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or judgment (or action or proceeding in respect thereof) described in clauses (a) or (b). In no event shall any Indemnifying Investor, its directors, officers or any person who controls such Indemnifying Investor be liable or responsible for any amount in excess of the amount by which the total amount received by such Indemnifying Investor with respect to any registration of any securities of the Trust under the Securities Act exceeds (i) the pro rata amount paid by such Indemnifying Investor for such securities of the Trust and (ii) the amount of any damages that such Indemnifying Investor, its directors, officers or any person who controls such Indemnifying Investor has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omissionParties.