Common use of Indemnification for Reserved Securities Clause in Contracts

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Controlling Person jointly and severally agree to indemnify and hold harmless the Underwriters, their affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by 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; (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by such Invitee by 8:00 a.m. New York City Time on the first business day after the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.

Appears in 1 contract

Samples: Underwriting Agreement (MIE Holdings Corp)

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Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, each of the Company and the Controlling Person Transaction Entities, jointly and severally agree severally, agrees to indemnify and hold harmless the Underwriters, their affiliates Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by 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; (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by such any Invitee by 8:00 a.m. A.M. (New York City Time time) on the first business day after the date of the this Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.

Appears in 1 contract

Samples: Purchase Agreement (RLJ Lodging Trust)

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Controlling Person jointly and severally agree agrees to indemnify and hold harmless the Underwriters, the Selling Shareholders, their affiliates Affiliates, selling agents, officers, directors, employees, partners, and selling agents agents, and each person, if any, who controls any Underwriter or Selling Shareholder within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by 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; (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by such any Invitee by 8:00 a.m. New York City 9:00 AM Eastern Time on the first business day after the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Safety-Kleen, Inc)

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Controlling Person jointly and severally agree agrees to indemnify and hold harmless the UnderwritersXxxxxxx Xxxxx, their affiliates its Affiliates and selling agents and each person, if any, who controls any Underwriter of the foregoing within the meaning of either Section 15 of the 1933 Securities Act or Section 20 of the 1934 ActExchange Act (collectively, the “Xxxxxxx Xxxxx Parties”), from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; , (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by 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; (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by such Invitee by 8:00 a.m. New York City Time on the first business day after the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.,

Appears in 1 contract

Samples: Underwriting Agreement (Stericycle Inc)

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Controlling Person jointly and severally agree agrees to indemnify and hold harmless the Underwriters, their affiliates Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by 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; , (iiiii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by such any Invitee by 8:00 a.m. 9:00 A.M. (New York City Time time) on the first business day after the date of the Agreement; Agreement or (iviii) related to, or arising out of or in connection with, the offering of the Reserved Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Livent Corp.)

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Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Controlling Person jointly and severally agree to indemnify and hold harmless the Underwriters, their affiliates Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by 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; (iii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by such any Invitee by 8:00 a.m. New York City Time on the end of the first business day after the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Bona Film Group LTD)

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Controlling Person jointly and severally agree agrees to indemnify and hold harmless the Underwriters, their affiliates Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by 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 or (iiiii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by such any Invitee by 8:00 a.m. 9:00 A.M. (New York City Time time) on the first business day after the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Townsquare Media, LLC)

Indemnification for Reserved Securities. In connection with the offer and sale of the Reserved Securities, the Company and the Controlling Person jointly and severally agree agrees to indemnify and hold harmless the Underwriters, their affiliates Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of either Section 15 of the 1933 Act or Section 20 of the 1934 Act, from and against any and all loss, liability, claim, damage and expense (including, without limitation, any legal or other expenses reasonably incurred in connection with defending, investigating or settling any such action or claim), as incurred, (i) arising out of the violation of any applicable laws or regulations of foreign jurisdictions where Reserved Securities have been offered; (ii) arising out of any untrue statement or alleged untrue statement of a material fact contained in any prospectus wrapper or other material prepared by or with the consent of the Company for distribution to Invitees in connection with the offering of the Reserved Securities or caused by 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; or (iiiii) caused by the failure of any Invitee to pay for and accept delivery of Reserved Securities which have been orally confirmed for purchase by such any Invitee by 8:00 a.m. New York City Time on the end of the first business day after the date of the Agreement; or (iv) related to, or arising out of or in connection with, the offering of the Reserved Securities.

Appears in 1 contract

Samples: Purchase Agreement (Cohen & Steers Inc)

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