Common use of Indemnification and Contribution Clause in Contracts

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 19 contracts

Samples: Underwriting Agreement (Liberate Technologies), Underwriting Agreement (Audible Inc), Underwriting Agreement (Audible Inc)

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Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusprospectus or preliminary prospectus supplement, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowthe Terms Agreement.

Appears in 14 contracts

Samples: Terms Agreement (Bre Properties Inc /Md/), Terms Agreement (Bre Properties Inc /Md/), Terms Agreement (Bre Properties Inc /Md/)

Indemnification and Contribution. (a) The Company Trust will indemnify you and hold you harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter you may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, SAI 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 statement therein not misleading, and will reimburse each Underwriter you for any legal or other expenses reasonably incurred by such Underwriter you in connection with investigating or defending any such loss, action or claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will Trust shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents Registration Statement, any Preliminary Prospectus, or any Prospectus or SAI in reliance upon and in conformity with written information furnished to the Company Trust by any Underwriter through the Representatives specifically you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 11 contracts

Samples: Strategies Funds (Hatteras Alternative Mutual Funds Trust), Mutual Funds Trust (Hatteras Alternative Mutual Funds Trust), Strategies Funds (Hatteras Alternative Mutual Funds Trust)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (bc) below.

Appears in 9 contracts

Samples: Underwriting Agreement (Fei Co), Koninklijke Philips Electronics Nv, Fei Co

Indemnification and Contribution. (a) The Company will South Africa agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement, the Base Prospectus, any Preliminary Prospectus, any Final Prospectus, and any other prospectus relating to the Securities, or any amendment or supplement theretoto any of the foregoing, the applicable Pricing Agreement or any related preliminary prospectusIssuer Free Writing Prospectus or any “issuer information” (as defined by Rule 433(h)(2) under the Act) filed or required to be filed pursuant to Rule 433(d) under the Act, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided, however, that the Company will South Africa shall not be liable in any such 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 in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowInformation.

Appears in 8 contracts

Samples: Fiscal Agency Agreement (Republic of South Africa), Pricing Agreement (Republic of South Africa), Fiscal Agency Agreement (Republic of South Africa)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any preliminary prospectus, the Registration Statement, the General Disclosure Package, any Issuer Free Writing Prospectus or the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter of Designated Securities through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 8 contracts

Samples: Underwriting Agreement (Pitney Bowes Inc /De/), Underwriting Agreement (Pitney Bowes Inc /De/), Underwriting Agreement (Pitney Bowes Inc /De/)

Indemnification and Contribution. (a) The Company Trust will indemnify you and hold you harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter you may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, SAI 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 statement therein not misleading, and will reimburse each Underwriter you for any legal or other expenses reasonably incurred by such Underwriter you in connection with investigating or defending any such loss, action or claim, damage, liability or action as such expenses are incurred; provided, however, that -------- ------- the Company will Trust shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents Registration Statement, any Preliminary Prospectus, or any Prospectus or SAI in reliance upon and in conformity with written information furnished to the Company Trust by any Underwriter through the Representatives specifically you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 8 contracts

Samples: Distribution Agreement (Goldman Sachs Trust), Distribution Agreement (Goldman Sachs Trust), Distribution Agreement (Goldman Sachs Trust)

Indemnification and Contribution. (a) The Company and Advanta, jointly and severally, will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, from and against (i) any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter or any such controlling person may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any (x) an untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement, Statement or the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon (y) the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading, and will promptly reimburse each Underwriter, their respective directors and officers and each person who controls the Underwriter within the meaning of Section 15 of the Act, for any legal or other expenses reasonably incurred by any Underwriter and such Underwriter other indemnified persons in connection with investigating investigating, preparing or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will and Advanta shall not be liable in any such 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 in or omission or alleged omission from any of such documents made in the Registration Statement or the Prospectus in reliance upon and in conformity with written information furnished to the Company by any Underwriter through Class A Underwriters' Information, the Representatives specifically for use therein, it being understood and agreed that Class B Underwriters' Information or the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowClass C Underwriters' Information.

Appears in 7 contracts

Samples: Transfer and Servicing Agreement (Advanta Business Recievables Corp), Transfer and Servicing Agreement (Advanta Business Receivables Corp), Transfer and Servicing Agreement (Advanta Business Recievables Corp)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, Manager against any losses, claims, damages or liabilities, joint or several, to which such Underwriter the Manager may become subjectsubject with respect to the Shares, under the Act or otherwise, 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 the Registration Statement, the General Disclosure Package, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, or any related preliminary prospectusthereto with respect to the Shares, 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 will reimburse each Underwriter the Manager for any legal or other expenses reasonably incurred by such Underwriter the Manager in connection with investigating or defending any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically Manager expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 6 contracts

Samples: Equity Distribution Agreement (Bre Properties Inc /Md/), Equity Distribution Agreement (Bre Properties Inc /Md/), Distribution Agreement (Bre Properties Inc /Md/)

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers Underwriter and each person, if any, person who controls such an Underwriter within the meaning of Section 15 of either the Act, Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they may become subject, subject under the Act Act, the Exchange Act, or other federal or state statutory law or regulation, at common law or otherwise, 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 a material fact contained in any Registration Statementthe Company Preliminary Prospectus Information, the ProspectusCompany Prospectus Information, the Company Registration Information or the Static Pool Data or in any revision or amendment thereof or supplement thereto, or any related preliminary prospectus, thereto or arise out of or are based upon the omission or alleged omission to state therein in the Company Registration Information, the Company Preliminary Prospectus Information, the Company Prospectus Information or the Static Pool Data or in any revision or amendment thereof or supplement thereto a material fact required to be stated therein or necessary to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, in each case, excluding any Derived Information or Underwriter Information incorporated therein and will agrees to reimburse each Underwriter such indemnified party for any legal or other expenses reasonably incurred by such Underwriter it or him in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that action. This indemnity agreement will be in addition to any liability which the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowmay otherwise have.

Appears in 6 contracts

Samples: Underwriting Agreement (Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-A), Underwriting Agreement (IndyMac Home Equity Mortgage Loan Asset-Backed Trust, Series INABS 2006-E), Underwriting Agreement (Home Equity Mortgage Loan Asset-Backed Trust, Series Inabs 2007-B)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, any who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (bc) below.

Appears in 6 contracts

Samples: Underwriting Agreement (Clarent Corp/Ca), Underwriting Agreement (Software Com Inc), Underwriting Agreement (Efficient Networks Inc)

Indemnification and Contribution. (a) The Company Transferor will indemnify and hold harmless each Underwriter, its partners, directors and officers Underwriter and each person, if any, Person who controls such any Underwriter within the meaning of Section 15 of the Act, Securities Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter the Underwriters or any of them may become subject, under the Securities Act or otherwise, 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 the Registration Statement, the Prospectus, Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter and each Person who controls any Underwriter within the meaning of the Securities Act for any actual legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company Transferor will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company Transferor by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 5 contracts

Samples: Mellon Bank Premium Finance Master Trust, Mellon Bank Premium Finance Loan Master Trust, Mellon Bank Premium Finance Loan Master Trust

Indemnification and Contribution. (a) The Company will Each of the Plains Parties, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its partnersthe directors, directors officers, employees and officers agents of each Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Act, Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement, Statement or the Prospectus, Final Prospectus or in any amendment or supplement thereto, or any related preliminary prospectus, or arise arising out of or are based upon the any 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action except insofar as such losses, claims, damages, liabilities or expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon an any untrue statement or omission or alleged untrue statement in or omission which has been made therein or alleged omission from any of such documents omitted therefrom in reliance upon and in conformity with written the information furnished in writing to the Company Partnership, the General Partner or GP LLC by or on behalf of any Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by in connection therewith. The foregoing indemnity agreement shall be in addition to any Underwriter consists of the information described as such in subsection (b) belowliability which any Plains Party may otherwise have.

Appears in 5 contracts

Samples: Underwriting Agreement (Plains All American Pipeline Lp), Underwriting Agreement (Plains All American Pipeline Lp), Plains All American Pipeline Lp

Indemnification and Contribution. (a) The Company will and AHFC will, jointly and severally, indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act Act, or otherwise, 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 or incorporated in any the Registration Statement, the each Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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, misleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company nor AHFC will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company or AHFC by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 5 contracts

Samples: American Honda Receivables Corp, Honda Auto Receivables 2007-1 Owner Trust, Honda Auto Receivables 2007-2 Owner Trust

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers Underwriter and each person, if any, person who controls such any Underwriter within the meaning of either Section 15 of the Act, Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any Registration Statementamendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or any related preliminary prospectus, 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 will agrees to reimburse each Underwriter such indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives Representative specifically for use therein, therein (it being understood and agreed that the only such information furnished by any Underwriter consists of the such information described as such in subsection (b) belowthe Blood Letter). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Appears in 5 contracts

Samples: Underwriting Agreement (Wells Fargo & Company/Mn), Underwriting Agreement (Wells Fargo & Company/Mn), Underwriting Agreement (Wells Fargo & Company/Mn)

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers the Underwriter and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages damages, liabilities or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement, Statement or the Prospectus, Prospectus or in any amendment or supplement thereto, or any related preliminary prospectus, or arise arising out of or are based upon the any 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action except insofar as such losses, claims, damages, liabilities or expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon an any untrue XxXxxxxx & Company, Inc. , 2010 statement or omission or alleged untrue statement based upon information relating to the Underwriter in or omission or alleged omission from any the tabular disclosure on the front cover of such documents the Prospectus and in the section of the Prospectus entitled “Plan of Distribution” that was made in reliance upon and in conformity with written information furnished to the Company by any or on behalf of the Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowconnection therewith.

Appears in 4 contracts

Samples: Underwriting and Advisory Agreement (Waccamaw Bankshares Inc), Underwriting and Advisory Agreement (Waccamaw Bankshares Inc), Underwriting and Advisory Agreement (Waccamaw Bankshares Inc)

Indemnification and Contribution. (a) The Company will SLFC agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers the Underwriter and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement, the Prospectus, or in any amendment or supplement thereto, or in any related preliminary prospectusapplication filed under the Blue Sky laws of any jurisdiction or other document executed by EdLinc or SLFC for that purpose, or arise arising out of or are based upon the any 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action except insofar as such losses, claims, damages, liabilities or expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon an any untrue statement or omission or alleged untrue statement in or omission which has been made therein or alleged omission from any of such documents omitted therefrom in reliance upon and in conformity with written the information furnished relating to the Company Underwriters furnished in writing to EdLinc by or on behalf of any Underwriter through the Representatives specifically Representative expressly for use therein, it being understood and agreed that the only such information furnished by in connection therewith. The foregoing indemnity agreement shall be in addition to any Underwriter consists of the information described as such in subsection (b) belowliability which EdLinc or SLFC may otherwise have.

Appears in 4 contracts

Samples: Underwriting Agreement (Education Loans Inc /De), Underwriting Agreement (Education Loans Inc /De), Underwriting Agreement (Education Loans Inc /De)

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers Underwriter and each person, if any, person who controls such any Underwriter within the meaning of either Section 15 of the Act, Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement for the registration of the Securities as originally filed or in any Registration Statementamendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or any related preliminary prospectus, 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 will agrees to reimburse each Underwriter such indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, therein (it being understood and agreed that the only such information furnished by any Underwriter consists of the such information described as such in subsection (b) belowthe Blood Letter). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Appears in 4 contracts

Samples: Remarketing Agreement (Wells Fargo & Co/Mn), Remarketing Agreement (Wells Fargo & Co/Mn), Wells Fargo & Co/Mn

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each UnderwriterCSFB Entity, its partners, directors and officers and each person, if any, who controls such Underwriter CSFB Entity within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter CSFB Entity may become subject, under the Act or otherwise, 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 either of the Registration StatementStatements, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter CSFB Entity for any legal or other expenses reasonably incurred by such Underwriter CSFB Entity in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives CSFB Entity specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter CSFB Entity consists of the information described as such in subsection (bc) below.

Appears in 4 contracts

Samples: Registration Agreement (Mafco Holdings Inc), Registration Agreement (Golden State Bancorp Inc), Registration Agreement (Mafco Holdings Inc)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusprospectus or preliminary prospectus supplement, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowthe Terms Agreement.

Appears in 4 contracts

Samples: Terms Agreement (Skyworks Solutions Inc), Terms Agreement (Transwitch Corp /De), Terms Agreement (Acusphere Inc)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of a Registration Statement when such part became effective, or in a Registration Statement, any Preliminary Prospectus, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through the Representatives you, specifically for use therein, it being understood and agreed that in the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowpreparation thereof.

Appears in 4 contracts

Samples: Underwriting Agreement (Piedmont Natural Gas Co Inc), Underwriting Agreement (Piedmont Natural Gas Co Inc), Underwriting Agreement (Piedmont Natural Gas Co Inc)

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers of you and each person, if any, who controls such Underwriter any of you within the meaning of Section 15 of the Act, Securities Act from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, and any action in respect thereof, to which any of you or any such Underwriter controlling person may become subject, under the Securities Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement, Statement or the Prospectus, or any amendment or supplement theretoarises out of, or any related preliminary prospectusis based upon, 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 will shall reimburse each Underwriter of you and such controlling person for any legal or and other expenses reasonably incurred by you or such Underwriter controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurred; incurred (but no more frequently than annually), provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage damage, liability or liability action arises out of of, or is based upon an upon, any untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made in the Registration Statement or the Prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that . The foregoing indemnity agreement is in addition to any liability which the only such information furnished by Company may otherwise have to any Underwriter consists of the information described as such in subsection (b) belowyou or any controlling person.

Appears in 4 contracts

Samples: Pacific Bell (Pacific Bell), Bell Telephone (Southwestern Bell Telephone Co), Pacific Bell

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained or (ii) any untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, the Registration Statement, Statement or the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectussupplement, 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 will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating investigating, preparing to defend or defending defending, or appearing as a third party witness in connection with, any such loss, claim, damage, liability action or action claims as such expenses are incurred; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents Preliminary Prospectus, the Registration Statement or the Prospectus or any amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 4 contracts

Samples: Underwriting Agreement (Carolina National Corp), Underwriting Agreement (Monroe James Bancorp Inc), Underwriting Agreement (Southcoast Financial Corp)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Base Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or the information contained in the final term sheet required to be prepared and filed pursuant to Section 4(c) hereto, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowthe Terms Agreement.

Appears in 4 contracts

Samples: Terms Agreement (Conocophillips), Terms Agreement (Conocophillips), Terms Agreement (Conocophillips)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, members, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 4 contracts

Samples: Underwriting Agreement (Pma Capital Corp), Underwriting Agreement (Westcorp /Ca/), Westcorp /Ca/

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or the Exchange Act or otherwise, 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 the Registration Statement, each Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, or any related preliminary prospectusprospectus or preliminary prospectus supplement, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 4 contracts

Samples: Underwriting Agreement (Chesapeake Energy Corp), Underwriting Agreement (Chesapeake Energy Louisiana Corp), Underwriting Agreement (Mayfield Processing LLC)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partnersaffiliates, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter person or entity may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration StatementStatement when such part became effective, the ProspectusDisclosure Package, the Prospectus or any amendment thereof or supplement thereto, thereto or any related preliminary prospectusIssuer Free Writing Prospectus, 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 will reimburse each Underwriter such person or entity for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by any Underwriter such person or entity through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 3 contracts

Samples: Keycorp /New/, Keycorp /New/, Keycorp /New/

Indemnification and Contribution. (a) The Company will Each of the Companies, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Act, Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any the Final Prospectus or in the Registration Statement, the Prospectus, Statement or in any amendment or supplement thereto, or any related preliminary prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages, liabilities or expenses arise out of or are based upon any untrue statement or omission or alleged untrue statement or omission which has been made therein or omitted therefrom in reliance upon and will reimburse each Underwriter for any legal or other expenses reasonably incurred by in conformity with the information relating to such Underwriter furnished in writing to the Partnership by or on behalf of the Underwriter expressly for use in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredtherewith; provided, however, that the Company will not be liable only information furnished in any such case writing to the extent that Partnership by or on behalf of the Underwriters are the statements noted in Section 12 hereof. The foregoing indemnity agreement shall be in addition to any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from which any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowCompanies may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (Enbridge Energy Partners Lp), Enbridge Energy Partners Lp, Enbridge Energy Partners Lp

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers officers, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such any Underwriter may become subject, under the Act or the 1934 Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus or any related preliminary prospectusTime of Sale Information, or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein (in the case of the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information, in the light of the circumstances under which they were made) not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents made in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter through the Representatives consists of the information described as such in subsection (bSection 8(b) belowhereof.

Appears in 3 contracts

Samples: Underwriting Agreement (Hovnanian Enterprises Inc), Underwriting Agreement (Hovnanian Enterprises Inc), Underwriting Agreement (Hovnanian Enterprises Inc)

Indemnification and Contribution. (a) The Company will Seller and Franklin Capital, jointly and severally, agree to indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any and all losses, claims, damages or liabilities, joint or several, or any action in respect thereof (including but not limited to, any loss, claim, damage or liability (or action relating to purchases and sales of the Notes)), to which such the Underwriter may become subject, under the Act, the Exchange Act or otherwise, 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 or incorporated in any the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 the light of the circumstances in which they were made, not misleading, and will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company will not Seller nor Franklin Capital shall be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowUnderwriter’s Information.

Appears in 3 contracts

Samples: Underwriting Agreement (Franklin Auto Trust 2004-2), Underwriting Agreement (Franklin Receivables Auto Trust 2003-1), Underwriting Agreement (Franklin Auto Trust 2003-2)

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers Underwriter and each person, if any, person who controls such any Underwriter within the meaning of either Section 15 of the Act, Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement for the registration of the Shares as originally filed or in any Registration Statementamendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, any Issuer Free Writing Prospectus or in any amendment thereof or supplement thereto, or any related preliminary prospectus, 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 will agrees to reimburse each Underwriter such indemnified party to the extent set forth below, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company by or on behalf of any Underwriter through the Representatives specifically for use therein, therein (it being understood and agreed that the only such information furnished by any Underwriter consists of the such information described as such in subsection (b) belowthe Blood Letter). This indemnity agreement will be in addition to any liability which the Company may otherwise have.

Appears in 3 contracts

Samples: Letter Agreement (Wells Fargo & Co/Mn), Underwriting Agreement (Wells Fargo & Co/Mn), Wells Fargo & Co/Mn

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability (or actions in respect thereof) arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in subsection (b) below.

Appears in 3 contracts

Samples: Terex Corp, Terex Corp, Terex Corp

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors members, directors, officers and officers affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, the Time of Sale Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusPreliminary Prospectus or Free Writing Prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowthe Underwriting Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (El Paso Electric Co /Tx/), Underwriting Agreement (El Paso Electric Co /Tx/), El Paso Electric Co /Tx/

Indemnification and Contribution. (a) The Company will shall indemnify and hold harmless each the Underwriter, its partners, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Securities Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in subsection (b) below.

Appears in 3 contracts

Samples: Underwriting Agreement (Adelphia Communications Corp), Underwriting Agreement (Adelphia Communications Corp), Underwriting Agreement (Adelphia Communications Corp)

Indemnification and Contribution. (a) The Company Trust will indemnify you and hold you harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter you may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, SAI 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 statement therein not misleading, and will reimburse each Underwriter you for any legal or other expenses reasonably incurred by such Underwriter you in connection with investigating or defending any such loss, action or claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will Trust shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents Registration Statement, any Preliminary Prospectus, or any Prospectus or SAI in reliance upon and in conformity with written information furnished to the Company Trust by any Underwriter through the Representatives specifically you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 3 contracts

Samples: Distribution Agreement (Goldman Sachs Variable Insurance Trust), Distribution Agreement (Goldman Sachs Trust), Goldman Sachs Variable Insurance Trust

Indemnification and Contribution. (a) The Company will shall indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 3 contracts

Samples: Underwriting Agreement (Adelphia Communications Corp), Underwriting Agreement (Adelphia Communications Corp), Adelphia Communications Corp

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its partners, directors the Purchaser from and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint liabilities (or several, actions or proceedings in respect thereof) to which the Purchaser (including for such Underwriter purpose its officers, directors, partners, attorneys and agents) may become subject, subject (under the Securities Act or otherwise, insofar as ) to the extent such losses, claims, damages or liabilities (or actions or proceedings in respect thereof) arise out of of, or are based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in the Shelf Registration or the prospectus (including any Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, supplement) contained therein or arise out of of, or are based upon upon, the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in light of the circumstances under which they were made in the case of the prospectus), not misleading, or to the extent arising out of any failure by the Company to fulfill any undertaking included in the Shelf Registration, and will the Company will, on a quarterly basis, reimburse each Underwriter the Purchaser for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such lossaction, proceeding or claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of of, or is based upon (i) an untrue statement or alleged untrue statement made in or omission or alleged omission from any of such documents Shelf Registration in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists or on behalf of the information described as such Purchaser, (ii) the failure of the Purchaser to comply with the covenants and agreements contained in subsection this Agreement, or (biii) belowany untrue statement in any prospectus that is corrected in any subsequent prospectus that was delivered to the Purchaser prior to the pertinent sale or sales by the Purchaser.

Appears in 3 contracts

Samples: Preferred Stock Purchase Agreement (Landec Corp \Ca\), Preferred Stock Purchase Agreement (Landec Corp \Ca\), Preferred Stock Purchase Agreement (Landec Corp \Ca\)

Indemnification and Contribution. (a) The Company Trust will indemnify you and hold you harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter you may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, SAI 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 statement therein not misleading, and will reimburse each Underwriter you for any legal or other expenses reasonably incurred by such Underwriter you in connection with investigating or defending any such loss, action or claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will Trust shall not be liable in any such -------- ------- 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 in or omission or alleged omission from made in any of such documents Registration Statement, any Preliminary Prospectus, or any Prospectus or SAI in reliance upon and in conformity with written information furnished to the Company Trust by any Underwriter through the Representatives specifically you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 3 contracts

Samples: Distribution Agreement (Goldman Sachs Trust), Distribution Agreement (Goldman Sachs Trust), Goldman Sachs Trust

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or the Exchange Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusprospectus or preliminary prospectus supplement, 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 in order to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowthe Terms Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (Calpine Corp), Terms Agreement (Calpine Capital Trust Iv), Underwriting Agreement (Calpine Corp)

Indemnification and Contribution. (a) The Company Depositor will indemnify and hold harmless each Underwriter, its partners, directors and officers the Underwriters and each person, if any, who controls such Underwriter the Underwriters within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which the Underwriters or such Underwriter controlling person may become subject, under the Act or otherwise, 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 the Registration Statement, the Free Writing Prospectus, the Base Prospectus or the Prospectus Supplement or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse the Underwriters and each Underwriter such controlling person for any legal or other expenses reasonably incurred by the Underwriters and each such Underwriter controlling person in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company Depositor will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any such untrue statement or alleged untrue statement in or omission or alleged omission from made in any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowInformation.

Appears in 2 contracts

Samples: Underwriting Agreement (C-Bass 2006-Cb2 Trust), Underwriting Agreement (C-Bass 2006-Cb2 Trust)

Indemnification and Contribution. (a) The Company Trust will indemnify you and hold you harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter you may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, SAI 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 statement therein not misleading, and will reimburse each Underwriter you for any legal or other expenses reasonably incurred by such Underwriter you in connection with investigating or defending any such loss, action or claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will Trust -------- ------- shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents Registration Statement, any Preliminary Prospectus, or any Prospectus or SAI in reliance upon and in conformity with written information furnished to the Company Trust by any Underwriter through the Representatives specifically you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Distribution Agreement (Goldman Sachs Variable Insurance Trust), Distribution Agreement (Goldman Sachs Variable Insurance Trust)

Indemnification and Contribution. (a) The Company will and DTAG shall, jointly and severally, indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, Initial Purchasers against any losses, claims, damages or liabilities, joint or several, liabilities to which such Underwriter the Initial Purchasers may become subject, under the Securities Act or the Exchange Act or otherwise, 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 Registration Statement, the ProspectusOffering Documents, or any amendment or supplement thereto, or any related preliminary prospectusAdditional Issuer Information, 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 in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading, and will shall reimburse each Underwriter the Initial Purchasers for any legal or other expenses reasonably incurred by such Underwriter the Initial Purchasers in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company nor DTAG will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company or DTAG by any Underwriter through the Representatives Initial Purchasers, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowSchedule E to this Agreement.

Appears in 2 contracts

Samples: Note Purchase Agreement (Dollar Thrifty Automotive Group Inc), Note Purchase Agreement (Dollar Thrifty Automotive Group Inc)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, Agent against any losses, claims, damages or liabilities, joint or several, to which such Underwriter the Agent may become subject, under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement, the Base Prospectus or the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusIssuer Free Writing Prospectus, or any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Securities Act, 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 will reimburse each Underwriter the Agent for any legal or other expenses reasonably incurred by such Underwriter the Agent in connection with investigating or defending any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from made in the Registration Statement, the Base Prospectus or the Prospectus, or any of such documents amendment or supplement thereto, or any Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically Agent expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described therein (as such set forth in subsection (b) belowSection 6(f)).

Appears in 2 contracts

Samples: Open Market Sale Agreement (General Maritime Corp / MI), Open Market Sale Agreement (General Maritime Corp / MI)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, members, directors officers and officers its affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement at any Registration Statementtime, any Statutory Prospectus at any time, the Prospectus, Prospectus or any amendment or supplement thereto, or any related preliminary prospectusIssuer Free Writing Prospectus, 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 will reimburse each Underwriter for any legal or other out-of-pocket expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowthe Terms Agreement.

Appears in 2 contracts

Samples: Terms Agreement (Rentech Inc /Co/), Terms Agreement (Rentech Inc /Co/)

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers of the Underwriters and each person, if any, who controls such an Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereof) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement, the Prospectus, or in any amendment or supplement thereto, or any related preliminary prospectus, or arise arising out of or are based upon the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, misleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability liability, or action as such expenses are incurred; provided, howeverexcept insofar as such losses, that the Company will not be liable in any such case to the extent that any such lossclaims, claimdamages, damage liabilities or liability arises expenses arise out of or is are based upon an any untrue statement or omission or alleged untrue statement in or omission which has been made therein or alleged omission from any of such documents omitted therefrom in reliance upon and in conformity with written the information relating to an Underwriter furnished in writing to the Company by any or on behalf of such Underwriter through the Representatives specifically Representative expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowSection 10 of this Agreement; provided, however, that the indemnification contained in this paragraph.

Appears in 2 contracts

Samples: Nelnet Inc, Nelnet Student Loan Corp- 2

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, members, directors officers and officers its affiliates and each person, if any, any who controls such Underwriter within the meaning of Section 15 of the Act or Section 20 of the Exchange Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (bc) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Rush Enterprises Inc \Tx\), Underwriting Agreement (Rush Enterprises Inc \Tx\)

Indemnification and Contribution. (a) The Arcadia Financial and the Company will will, jointly and severally, indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any part of the Registration Statement when such part became effective, or in the Registration Statement, any Preliminary Prospectus, any Term Sheet, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that Arcadia Financial and the Company will shall not be liable in any such 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 in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to Arcadia Financial or the Company by the Representatives, or by any Underwriter through the Representatives Representatives, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Arcadia Receivables Finance Corp, Arcadia Receivables Finance Corp

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Act, Securities Act or Section 20 of the Exchange Act and each affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or and liabilities (including, without limitation, any legal or actions other expenses reasonably incurred in respect thereofconnection with defending or investigating any such action or claim) arise out of or are based upon caused by any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement or any Registration Statementamendment thereof, any preliminary prospectus, the Time of Sale Prospectus, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, or the Prospectus or any amendment or supplement thereto, or caused by any related preliminary prospectus, 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 will reimburse each Underwriter for any legal except insofar as such losses, claims, damages or other expenses reasonably incurred liabilities are caused by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or omission or alleged untrue statement in or omission or alleged omission from based upon information relating to any of such documents in reliance upon and in conformity with written information Underwriter furnished to the Company in writing by any such Underwriter through the Representatives specifically you expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Morgan Stanley Capital Trust VIII), Morgan Stanley

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, you against any all losses, claims, damages or liabilities, joint or several, to which such Underwriter you may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any preliminary prospectus, any preliminary prospectus supplement, the Registration Statement, the ProspectusProspectus and any other prospectus relating to the Notes, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter of you for any legal or other expenses reasonably incurred by such Underwriter each of you in connection with investigating or defending any such lossaction or claim; PROVIDED, claim, damage, liability or action as such expenses are incurred; provided, howeverHOWEVER, that the Company will shall not be liable in any such 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 in or omission or alleged omission from made in any of preliminary prospectus, any preliminary prospectus supplement, the Registration Statement, the Prospectus and any other prospectus relating to the Notes or any such documents amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically of you expressly for use therein, it being understood and agreed that in the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowProspectus.

Appears in 2 contracts

Samples: Distribution Agreement (Central Hudson Gas & Electric Corp), Distribution Agreement (Central Hudson Gas & Electric Corp)

Indemnification and Contribution. (a) (i) The Company will indemnify and hold harmless each Underwriterthe Dealer Manager, its partnersthe directors, directors officers, employees and officers agents of the Dealer Manager and each person, if any, who controls such Underwriter the Dealer Manager within the meaning of Section 15 of the Act, Securities Act or Section 20 of the Exchange Act against any and all losses, claims, damages or liabilities, joint or severalseveral (including any investigation, legal and other expenses reasonably incurred in connection with, and any amount paid in settlement of, any action, suit or proceeding or any claim asserted), to which such Underwriter they, or any of them, may become subject, subject under the Securities Act, the Exchange Act, the Investment Company Act, the Advisers Act or other statutory law or regulation, at common law or otherwise, whether foreign or domestic, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon on any untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement, the ProspectusProspectus or the Offering Materials, or and any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein in any or all such documents a material fact required to be stated therein or necessary to make the statements therein in it not misleadingmisleading (in the case of the Prospectus, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by in light of the circumstances under which such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredstatements were made); provided, however, provided that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon from an untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents made in reliance upon on and in conformity with written information furnished in writing to the Company by any Underwriter through the Representatives specifically Dealer Manager expressly for use therein, it being understood and agreed that in the only such information furnished by document. The foregoing indemnity agreement is in addition to any Underwriter consists liability which the Company may otherwise have to the Dealer Manager or any controlling person of the information described as such in subsection (b) belowDealer Manager.

Appears in 2 contracts

Samples: Service Agreement (1838 Bond Debenture Trading Fund), Agency Agreement (Acm Income Fund Inc)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, any who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based solely upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (bc) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Mediaplex Inc), Underwriting Agreement (Mediaplex Inc)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (bc) below.; and provided, further, that with respect to any

Appears in 2 contracts

Samples: Rf Micro Devices Inc, TRW Inc

Indemnification and Contribution. (a) The Company will shall indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Securities Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Securities Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Adelphia Communications Corp), Underwriting Agreement (Adelphia Communications Corp)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act, the Exchange Act or otherwise, 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 part of the Registration StatementStatement at any time, any Statutory Prospectus as of any time, the Prospectus, Final Prospectus or an Issuer Free Writing Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Union Pacific Corp), Underwriting Agreement (Union Pacific Corp)

Indemnification and Contribution. (a) The Company and each Guarantor, jointly and severally, will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusprospectus or preliminary prospectus supplement, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowthe Terms Agreement.

Appears in 2 contracts

Samples: Terms Agreement (Cuxhaven Group Inc), Terms Agreement (Usfreightways Corp)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each the Underwriter, its partners, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, or the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in subsection (bc) below.

Appears in 2 contracts

Samples: Vca Antech Inc, Vca Antech Inc

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusprospectus or preliminary prospectus supplement, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Pepco Holdings Inc, Swift Energy Co

Indemnification and Contribution. (a) The Company will Seller and the Servicer will, jointly and severally, indemnify and hold each Underwriter harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company Seller nor the Servicer will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with with, written information furnished to the Company Seller by any Underwriter through the Representatives Representative specifically for use therein, ; it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (American Honda Receivables Corp), Underwriting Agreement (Honda Auto Receivables 1997-a Grantor Trust)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, any who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Applied Micro Circuits Corp), Wellchoice Inc

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, Manager against any losses, claims, damages or liabilities, joint or several, to which such Underwriter the Manager may become subjectsubject with respect to the Shares, under the Act or otherwise, 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 the Registration Statement, the General Disclosure Package, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus, any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus, any “issuer information” filed or required to be filed pursuant to Rule 433(d) under the Act or any amendment or supplement thereto, or any related preliminary prospectusthereto with respect to the Shares, 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 will reimburse each Underwriter the Manager for any legal or other expenses reasonably incurred by such Underwriter the Manager in connection with investigating or defending any such loss, claim, damage, liability action or action claim as such expenses are incurred; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically Manager expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Huntington Bancshares Incorporated (Huntington Bancshares Inc/Md), Huntington Bancshares Incorporated (Huntington Bancshares Inc/Md)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, Act against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (bc) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Intercept Group Inc), Underwriting Agreement (Intercept Group Inc)

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Indemnification and Contribution. (a) Indemnification by the Company. The Company will agrees to indemnify and ------------------------------ hold harmless harmless, to the full extent permitted by law, each UnderwriterHolder, its partnersofficers, directors directors, trustees, employees, agents, successors and officers assigns and each personPerson, if any, who which controls such Underwriter Holder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, (collectively, "Controlling Persons"), from and against any all losses, claims, damages damages, liabilities and expenses (including without limitation any legal or liabilitiesother fees and expenses reasonably incurred by any Holder or any such Controlling Person in connection with defending or investigating any action or claim in respect thereof) (collectively, joint or several, "Damages") to which such Underwriter any of them may become subject, subject under the Securities Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) Damages arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement, the Prospectus, or any amendment or supplement thereto, or Statement (including any related preliminary prospectusor final Prospectus) pursuant to which Registrable Securities were registered under the Securities Act, or arise out of or are based upon the (ii) any 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action except insofar as such expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises Damages arise out of or is are based upon an any such untrue statement or omission or alleged untrue statement in or omission or alleged omission from any of such documents in reliance based upon and in conformity with written information furnished in writing to the Company by any Underwriter through the Representatives specifically such Holder expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Registration Rights Agreement (Monroe James L), Voting Agreement (Merkert American Corp)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each UnderwriterCSFB Entity, its partners, directors and officers and each person, if any, who controls such Underwriter CSFB Entity within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter CSFB Entity may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter CSFB Entity for any legal or other expenses reasonably incurred by such Underwriter CSFB Entity in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives CSFB Entity specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter CSFB Entity consists of the information described as such in subsection (bc) below.

Appears in 2 contracts

Samples: Registration Agreement (Mafco Holdings Inc), Registration Agreement (Mafco Holdings Inc)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, Manager against any losses, claims, damages or liabilities, joint or several, to which such Underwriter the Manager may become subjectsubject with respect to the Shares, under the Act or otherwise, 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 the Registration Statement, the General Disclosure Package, the Basic Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, or any related preliminary prospectusthereto with respect to the Shares, 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 will reimburse each Underwriter the Manager for any legal or other expenses reasonably incurred by such Underwriter the Manager in connection with investigating or defending any such loss, action or claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically Manager expressly for use therein. The indemnity agreement in this subsection (a) shall be in addition to any liability which the Company may otherwise have and shall extend, it being understood upon the same terms and agreed that conditions, to each person, if any, who controls the only such information furnished by any Underwriter consists Manager within the meaning of the information described as such in subsection (b) belowAct.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Ford Motor Co), Equity Distribution Agreement (Live Nation, Inc.)

Indemnification and Contribution. (a) The Indemnification by the Company. Whenever, pursuant to Section 4.3 or 4.4, a Registration Statement relating to the Registrable Securities is filed under the Securities Act, the Company will shall (except as to matters covered by Section 4.8(b) hereof) indemnify and hold harmless each UnderwriterHolder participating in the registration, its partnerseach of their officers, directors and officers employees, and each person, if any, who controls any such Underwriter within Person (collectively, the meaning of Section 15 of the Act"Holder Indemnitees" and, individually, a "Holder Indemnitee"), against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Holder Indemnitees may become subject, subject under the Securities Act or otherwise, 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 such Registration Statement, the Prospectusor Prospectus contained therein, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will shall reimburse each Underwriter Holder Indemnitee for any all legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowaction.

Appears in 2 contracts

Samples: Computer Integration Corp, Codinvest LTD

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partnersdirectors, directors and officers officers, employers, agents and each person, if any, who controls such any Underwriter within the meaning of either Section 15 of the Act, Act or Section 20 of the Exchange Act from and against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Underwriter, director, officer, employee, agent or controlling person may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter Underwriter, director, officer, employee, agent or controlling person for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from made in the Registration Statement, the Prospectus, or any of such documents amendment or supplement, in reliance upon and in conformity with written information furnished to the Company by you, or by any Underwriter through the Representatives you, specifically for use therein, it being understood and agreed that in the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowpreparation thereof.

Appears in 2 contracts

Samples: South Carolina Electric & Gas Co, South Carolina Electric & Gas Co

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives CSFBC specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Spinnaker Exploration Co), Underwriting Agreement (Spinnaker Exploration Co)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each the Underwriter, its partners, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusprospectus or preliminary prospectus supplement, or arise out of or are based upon the omission or alleged omission to state therein a material fact required to be stated therein therein, or necessary to make the statements therein therein, in light of the circumstances under which they were made, not misleading, and will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any (i) the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in subsection this Agreement or (bii) belowthe Selling Securityholders specifically for use therein, it being understood and agreed that the only such information furnished by the Selling Securityholders consists of the information described as such in this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Aviall Inc), Underwriting Agreement (Aviall Inc)

Indemnification and Contribution. (a) The Company will Each of the Partnership and the General Partner, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its partnersthe directors, directors officers, employees and officers agents of each Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Act, Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any the Final Prospectus or the Registration Statement, the Prospectus, Statement or in any amendment or supplement thereto, or any related preliminary prospectus, or arise arising out of or are based upon the any 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action except insofar as such losses, claims, damages, liabilities or expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon an any untrue statement or omission or alleged untrue statement in or omission which has been made therein or alleged omission from any of such documents omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company Partnership by or on behalf of any Underwriter through the Representatives specifically you expressly for use therein, it being understood and agreed that in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the only such information furnished by any Underwriter consists of Partnership or the information described as such in subsection (b) belowGeneral Partner may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Kaneb Pipe Line Partners L P), Kaneb Pipe Line Partners L P

Indemnification and Contribution. (a) The Company and the Partnership will jointly and severally indemnify and hold harmless each the Underwriter, its partners, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Partnership will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Capital Automotive Reit), Underwriting Agreement (Capital Automotive Reit)

Indemnification and Contribution. (a) The Company will Each of the Partnership and the General Partner, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its partnersthe directors, directors officers, employees and officers agents of each Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Act, Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statementthe Basic Prospectus, the Prospectus, Final Prospectus or the Registration Statement or in any amendment or supplement thereto, or any related preliminary prospectus, or arise arising out of or are based upon the any 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action except insofar as such losses, claims, damages, liabilities or expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon an any untrue statement or omission or alleged untrue statement in or omission which has been made therein or alleged omission from any of such documents omitted therefrom in reliance upon and in conformity with written the information relating to such Underwriter furnished in writing to the Company Partnership by or on behalf of any Underwriter through the Representatives specifically Representative expressly for use therein, it being understood and agreed that in connection therewith. The foregoing indemnity agreement shall be in addition to any liability which the only such information furnished by any Underwriter consists of Partnership or the information described as such in subsection (b) belowGeneral Partner may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Kaneb Pipe Line Partners L P), Kaneb Pipe Line Partners L P

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each UnderwriterJPMorgan Entity, its partners, directors and officers and each person, if any, who controls such Underwriter JPMorgan Entity within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter JPMorgan Entity may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter JPMorgan Entity for any legal or other expenses reasonably incurred by such Underwriter JPMorgan Entity in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives JPMorgan Entity specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter JPMorgan Entity consists of the information described as such in subsection (bc) below.

Appears in 2 contracts

Samples: Mafco Holdings Inc, Mafco Holdings Inc

Indemnification and Contribution. (a) The Company and the Issuer, jointly and severally, will indemnify and hold harmless each Underwriter, its partnersthe directors, directors officers, members, employees and officers agents of each Underwriter, and each person, if any, person who controls such any Underwriter within the meaning of Section 15 of either the Act, Act or the Exchange Act against any and all losses, claims, damages or liabilities, joint or several, to which such Underwriter they or any of them may become subject, subject under the Competition Act, the Act, the Exchange Act or other federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of of, directly or indirectly, or are based upon any untrue statement or alleged untrue statement of any a material fact contained in the Registration Statement as originally filed or in any Registration Statementamendment thereof, or in the Basic Prospectus, any Preliminary Final Prospectus or the Final Prospectus, or in any amendment thereof or supplement thereto, or any related preliminary prospectus, or arise out of of, directly or indirectly, 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 will reimburse each Underwriter such indemnified party, as incurred, for any legal or other expenses reasonably incurred by such Underwriter them in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that action. This indemnity agreement will be in addition to any liability which the Company will not be liable in any such case to and the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowIssuer may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Pse&g Transition Funding LLC), Underwriting Agreement (Pse&g Transition Funding LLC)

Indemnification and Contribution. (ai) The In the event of any registration of any of the Shares under the Securities Act pursuant to this Section 8, the Company will shall indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the ActChance, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Chance may become subject, subject under the Securities Act or otherwiseany other statute or at common law, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (1) any untrue statement or alleged untrue statement of any material fact contained contained, on the effective date thereof, in any Registration StatementStatement under which such securities were registered under the Securities Act, the Prospectusany preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or (2) any related preliminary prospectus, 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 will shall reimburse each Underwriter Chance for any legal or any other expenses reasonably incurred by such Underwriter Chance in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon an any alleged untrue statement or alleged untrue statement omission made in such Registration Statement, preliminary prospectus, prospectus or omission amendment or alleged omission from any of such documents supplement in reliance upon and in conformity with written information regarding Chance or his stock furnished to the Company by any Underwriter through the Representatives Chance specifically for use therein, it being understood and agreed that the only therein or so furnished for such information furnished purposes by any Underwriter consists underwriter. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Chance, and shall survive the information described as transfer of such in subsection (b) belowsecurities by Chance.

Appears in 2 contracts

Samples: Stock Option Agreement (Entertainment Inc), Stock Option Agreement (Entertainment Inc)

Indemnification and Contribution. (a) The Company will and AHFC will, jointly and severally, indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act Act, or otherwise, 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 or incorporated in any the Registration Statement, the each Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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, misleading and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company nor AHFC will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company or AHFC by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (American Honda Receivables Corp), Underwriting Agreement (Honda Auto Receivables 2005-6 Owner Trust)

Indemnification and Contribution. (a) The Company and the Partnership will jointly and severally indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company and the Partnership will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives CSFB specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (Capital Automotive Reit), Underwriting Agreement (Capital Automotive Reit)

Indemnification and Contribution. (a) The Company will and each Selling Shareholder, severally and jointly, shall indemnify and hold harmless each Underwriter, its partners, directors and officers Underwriter and each person, if any, who controls such each Underwriter within the meaning of Section 15 of the Act, against any lossesand all loss, claimsliability, damages claim, damage and expense whatsoever, including, but not limited to, any and all reasonable expenses whatsoever incurred in investigating, preparing or liabilitiesdefending against any litigation, joint commenced or severalthreatened, to which such Underwriter or any claim whatsoever or in connection with any investigation or inquiry of, or action or proceeding that may become subjectbe brought against, under the Act or otherwiserespective indemnified parties, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise arising out of or are based upon any breach of representations and warranties made by the Company or any such Selling Shareholder in this Agreement and any untrue statement statements or alleged untrue statement statements of any a material fact contained in any Preliminary Prospectus, the Registration Statement, Statement or the Prospectus, any application or other document (in this Section 8 collectively called "application") executed by the Company and based upon written information furnished by or on behalf of the Company filed in any jurisdiction in order to qualify all or any amendment part of the Shares under the securities laws thereof or supplement theretofiled with the SEC or the NASD, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.foregoing indemnity:

Appears in 2 contracts

Samples: Underwriting Agreement (RCM Technologies Inc), Underwriting Agreement (RCM Technologies Inc)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors members, directors, officers and officers its affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement at any Registration Statementtime, any Statutory Prospectus at any time, the Prospectus, Prospectus or any amendment or supplement thereto, or any related preliminary prospectusIssuer Free Writing Prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company specifically for use therein by any (i) Underwriter through the Representatives specifically for use thereinRepresentatives, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (bc) belowbelow or (ii) Selling Securityholder, if any.

Appears in 2 contracts

Samples: Underwriting Agreement (Lane Industries Inc /De/), Underwriting Agreement (Acco Brands Corp)

Indemnification and Contribution. (a) The Indemnification by the Company. Whenever, pursuant to Section 6.3 or 6.4, a Registration Statement relating to the Registrable Securities is filed under the Securities Act, the Company will (except as to matters covered by Section 6.8(b)) indemnify and hold harmless each UnderwriterHolder participating in the registration, its partnerseach of their officers, directors and officers employees, and each person, if any, who controls any such Underwriter within Person (collectively, the meaning of Section 15 of the Act"Holder Indemnitees" and, individually, a "Holder Indemnitee"), against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Holder Indemnitees may become subject, subject under the Securities Act or otherwise, 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 such Registration Statement, the Prospectusor Prospectus contained therein, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter Holder Indemnitee for any all legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any against such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowaction.

Appears in 2 contracts

Samples: Exhibit 1 (Codinvest LTD), Stock Purchase Agreement (Computer Integration Corp)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, members, directors officers and officers its affiliates and each person, if any, any who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: Underwriting Agreement (PortalPlayer, Inc.), Algorx Pharmaceuticals Inc

Indemnification and Contribution. (a) The Company Seller will indemnify and hold each Underwriter harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or the Exchange Act or otherwise, 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 the Registration StatementStatement (including the Rule 430B Information), the Prospectus, Preliminary Prospectus or the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company Seller will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company Seller by any such Underwriter through the Representatives you specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 2 contracts

Samples: DaimlerChrysler Financial Services Americas LLC, DaimlerChrysler Financial Services Americas LLC

Indemnification and Contribution. (a) The Company Seller will indemnify and hold each Underwriter harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or the Exchange Act or otherwise, 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 the Registration Statement, the preliminary Base Prospectus, the Collateral Materials, the Base Prospectus or the Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon the omission or alleged omission to state therein (in the case of the Collateral Materials, when read together with the Prospectus) a material fact required to be stated therein or necessary to make the statements therein not misleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company Seller will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information relating to any Underwriter furnished to the Company Seller by any such Underwriter through the Representatives you specifically for use therein. For all purposes contemplated hereby, it being understood the Seller and agreed the Underwriters each acknowledge that the only such information furnished Collateral Materials were prepared by any Underwriter consists of the information described as such in subsection (b) belowSeller.

Appears in 2 contracts

Samples: DaimlerChrysler Financial Services Americas LLC, DaimlerChrysler Financial Services Americas LLC

Indemnification and Contribution. (a) The Company will Seller and Franklin Capital, jointly and severally, agree to indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any and all losses, claims, damages or liabilities, joint or several, or any action in respect thereof (including but not limited to, any loss, claim, damage or liability (or action relating to purchases and sales of the Notes)), to which such the Underwriter may become subject, under the Act, the Exchange Act or otherwise, 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 or incorporated in any the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 the light of the circumstances in which they were made, not misleading, and will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that neither the Company will not Seller nor Franklin Capital shall be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowUnderwriter's Information.

Appears in 2 contracts

Samples: Franklin Receivables LLC, Franklin Receivables LLC

Indemnification and Contribution. (a) The Company will agrees to indemnify Purchaser and hold Purchaser harmless each Underwriter, its partners, directors from and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint liabilities (or several, actions or proceedings in respect thereof) to which such Underwriter Purchaser may become subject, subject (under the Securities Act Exchange Act, state securities laws or otherwise, ) insofar as such losses, claims, damages or liabilities (or actions proceedings or settlements in respect thereof) arise out of of, or are based upon upon, (i) any untrue statement (or alleged untrue statement statement) of any a material fact contained in any the Registration Statement, on the Prospectuseffective date thereof or any preliminary prospectus or final prospectus contained therein, or any amendment or supplement thereto, or any related preliminary prospectus, or arise out of or are based upon (ii) the omission or the alleged omission to state therein of a material fact required to be stated therein or necessary to make the statements therein not misleadingmisleading or (iii) any failure by the Company (or its agents) to fulfill any undertaking included in the Registration Statement, and will the Company will, as incurred, reimburse each Underwriter Purchaser for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating investigating, defending or defending preparing to defend any such action, loss, claim, damage, liability proceeding or action as such expenses are incurredclaim; provided, however, that the Company will shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of of, or is based upon (i) an untrue statement (or alleged untrue statement omission) made in or omission or alleged omission from any of such documents Registration Statement in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.or on

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Aviron), Common Stock Purchase Agreement (Bb Biotech Ag)

Indemnification and Contribution. (a) The Each of the Trust and the Company will jointly and severally indemnify and hold harmless [you, as Underwriter,] [each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, ] against any losses, claims, damages or liabilities, joint or several, to which [you, as Underwriter,] [such Underwriter Underwriter] may become subject, subject under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any an untrue statement or alleged untrue statement of any a material fact contained in any the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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, misleading and will reimburse [you, as Underwriter,] [each Underwriter Underwriter] for any legal or other expenses reasonably incurred by such Underwriter [you][it] in connection with investigating or defending any against such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will Offerors shall not be liable in any such 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 in or omission or alleged omission from any of such documents made therein in reliance upon and in conformity with written information furnished to the Company Offerors by or on behalf of [you, as Underwriter,] [any Underwriter through the Representatives Underwriter] specifically for use therein, it being understood and agreed that in the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowpreparation thereof.

Appears in 2 contracts

Samples: Targets Trust Xvii, Targets Trusts Vi

Indemnification and Contribution. (a) . (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representative specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 1 contract

Samples: Underwriting Agreement (Linens N Things Inc)

Indemnification and Contribution. (a) The Company will SLFC agrees to indemnify and hold harmless each Underwriter, its partners, directors and officers the Underwriter and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages or liabilitiesdamages, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities and expenses (or actions in respect thereofincluding reasonable costs of investigation) arise arising out of or are based upon any untrue statement or alleged untrue statement of any a material fact contained in any Registration Statement, the Prospectus, or in any amendment or supplement thereto, or in any related preliminary prospectusapplication filed under the Blue Sky laws of any jurisdiction or other document executed by EdLinc or SLFC for that purpose, or arise arising out of or are based upon the any 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action except insofar as such losses, claims, damages, liabilities or expenses are incurred; provided, however, that the Company will not be liable in any such case to the extent that any such loss, claim, damage or liability arises arise out of or is are based upon an any untrue statement or omission or alleged untrue statement in or omission which has been made therein or alleged omission from any of such documents omitted therefrom in reliance upon and in conformity with written the information furnished relating to the Company Underwriter furnished in writing to EdLinc by any the Underwriter through the Representatives specifically expressly for use therein, it being understood and agreed that the only such information furnished by in connection therewith. The foregoing indemnity agreement shall be in addition to any Underwriter consists of the information described as such in subsection (b) belowliability which EdLinc or SLFC may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Education Loans Inc /De)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors members, directors, officers and officers its affiliates and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 part of any Registration StatementStatement at any time, any Statutory Prospectus as of any time, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusIssuer Free Writing Prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (bc) below.

Appears in 1 contract

Samples: Underwriting Agreement (Hercules Offshore, Inc.)

Indemnification and Contribution. (a) The Company [and the Radio One Trusts, jointly and severally,] will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter or other person may become subject, under the Act or otherwise, 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 this Agreement, or in the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusprospectus or preliminary prospectus supplement, 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 will reimburse each Underwriter and other persons for any legal or other expenses reasonably incurred by such Underwriter and other persons in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives Representatives, if any, specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) belowthe Terms Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Radio One Licenses LLC)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained or (ii) any untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, the Registration Statement, Statement or the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectussupplement, 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 will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating investigating, preparing to defend or defending defending, or appearing as a third party witness in connection with, any such loss, claim, damage, liability action or action claims as such expenses are incurred; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from made in any of such documents Preliminary Prospectus, the Registration Statement or the Prospectus or any amendment or supplement in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through or the Representatives specifically Underwriter's counsel; expressly for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 1 contract

Samples: BankGreenville Financial CORP

Indemnification and Contribution. (a) The Company Bank will indemnify and hold harmless each the Underwriter, its partners, directors members, directors, officers and officers its affiliates and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company Bank will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company Bank by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in subsection (bc) below.

Appears in 1 contract

Samples: Banco Santander Chile

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusprospectus or preliminary prospectus supplement, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 1 contract

Samples: NVR Inc

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each the Underwriter, its partnersdirectors, directors and officers officers, employees, affiliates and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, liabilities to which such the Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, each Statutory Prospectus, the Prospectus, any Issuer Free Writing Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 1 contract

Samples: Underwriting Agreement (Aspen Insurance Holdings LTD)

Indemnification and Contribution. (ai) The Company In the event of a registration of any of the TMP Shares under the Securities Act pursuant to this SECTION 8.5, Buyer will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, Owner against any losses, claims, damages or liabilities, joint or several, to which such Underwriter Owner may become subject, subject under the Securities Act or otherwise, 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 the Registration Statement, the Prospectus, Statement or any amendment or supplement thereto, or any related preliminary prospectusthereof, 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 will reimburse each Underwriter such Owner for any legal or other expenses reasonably incurred by such Underwriter Owner in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurredaction; providedPROVIDED, howeverHOWEVER, that the Company Buyer will not be liable in any such case if and to the extent that any such loss, claim, damage or liability arises out of or is based solely upon an untrue statement or alleged untrue statement in or omission or alleged omission from any of such documents in reliance upon and so made in conformity with written information furnished to the Company in writing by any Underwriter through the Representatives such Owner specifically for use therein, it being understood and agreed that the only in such information furnished by any Underwriter consists of the information described as such in subsection (b) belowRegistration Statement.

Appears in 1 contract

Samples: Purchase Agreement (TMP Worldwide Inc)

Indemnification and Contribution. (a) The Company will shall indemnify and hold harmless each Underwriter, its partners, directors and officers Underwriter and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Act, Act from and against any lossesloss, claimsclaim, damages damage or liabilitiesliability, joint or several, and any action in respect thereof, to which any Underwriter or any such Underwriter controlling person may become subject, under the Act or otherwise, insofar as such lossesloss, claimsclaim, damages damage, liability or liabilities (action arises out of, or actions in respect thereof) arise out of or are is based upon upon, any untrue statement or alleged untrue statement of any a material fact contained in any Preliminary Prospectus, the Registration Statement, the Prospectus, or any amendment the Registration Statement or supplement theretoProspectus as amended or supplemented, or any related preliminary prospectusarises out of, or arise out of or are is based upon 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 will shall reimburse each Underwriter and each such controlling person for any legal or and other expenses reasonably incurred by such Underwriter or such controlling person for any legal and other expenses reasonably incurred by such Underwriter or such controlling person in connection with investigating or defending or preparing to defend against any such loss, claim, damage, liability or action as such expenses are incurredaction; provided, however, that the Company will shall not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.to

Appears in 1 contract

Samples: Valley Resources Inc /Ri/

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each the Underwriter, its partners, directors and officers members, directors, officers, affiliates and each person, if any, who controls such the Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such the Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectusprospectus or Issuer Free Writing Prospectus, 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 will reimburse each the Underwriter for any legal or other expenses reasonably incurred by such the Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any the Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any the Underwriter consists of the information described as such in subsection (b) below.

Appears in 1 contract

Samples: Underwriting Agreement (Alon USA Energy, Inc.)

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.; and provided, further, that with

Appears in 1 contract

Samples: Luminent Inc

Indemnification and Contribution. (a) The Company will indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.extent

Appears in 1 contract

Samples: Underwriting Agreement (Caliper Technologies Corp)

Indemnification and Contribution. (a) The Company will agrees to indemnify and hold harmless each UnderwriterJosephthal & Co. Inc., in its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Actcapacity as qualified independent underwriter ("QIU"), against any losses, claims, damages or liabilities, joint or several, to which such Underwriter the QIU may become subject, under the Act, the Exchange Act or otherwise, specifically including, but not limited to, losses, claims, damages or liabilities, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any breach of any representation, warranty, agreement or covenant of the Company herein contained, or any failure of the Company to perform its obligations hereunder or under law, (ii) any untrue statement or alleged untrue statement of any material fact contained in any the Registration Statement, any Preliminary Prospectus or the Prospectus, Prospectus or any amendment or supplement thereto, or any related preliminary prospectus, 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, or (iii) any claim, action, suit or proceeding relating to or arising out of the initial offering and will sale of the Shares by the Underwriters as contemplated by the Prospectus and agrees to reimburse each Underwriter the QIU for any legal or other expenses reasonably incurred by such Underwriter it in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable . The indemnity agreement in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.this Section 8A(a)

Appears in 1 contract

Samples: American National Financial Inc

Indemnification and Contribution. (a1) The Company and the Operating Partnership will jointly and severally indemnify and hold harmless each Underwriter, its partners, directors and officers and each person, if any, who controls such Underwriter within the meaning of Section 15 of the Act, against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, 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 the Registration Statement, the Prospectus, or any amendment or supplement thereto, or any related preliminary prospectus, 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 will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection with investigating or defending any such loss, claim, damage, liability or action as such expenses are incurred; provided, however, that the Company will not be liable in any such 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 in or omission or alleged omission from any of such documents in reliance upon and in conformity with written information furnished to the Company by any Underwriter through the Representatives CSFB specifically for use therein, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (b) below.

Appears in 1 contract

Samples: Option Agreement (Corporate Office Properties Trust)

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