Common use of Indemnification of Company, Directors and Officers and Selling Shareholder Clause in Contracts

Indemnification of Company, Directors and Officers and Selling Shareholder. Each International Manager severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any Rule 430A Information and any Rule 434 Information, if applicable, or any preliminary prospectus or the U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such International Manager through the Lead Managers expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectuses (or any amendment or supplement thereto).

Appears in 1 contract

Samples: International Purchase Agreement (Teleport Communications Group Inc)

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Indemnification of Company, Directors and Officers and Selling Shareholder. Each International Manager severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any the Rule 430A Information and any the Rule 434 Information, if applicable, or any preliminary prospectus or the U.S. International Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such International Manager through the Lead Managers expressly Merrxxx Xxxcx xxxressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectuses International Prospectus (or any amendment or supplement thereto).

Appears in 1 contract

Samples: International Purchase Agreement (Wellpoint Health Networks Inc /Ca/)

Indemnification of Company, Directors and Officers and Selling Shareholder. Each International Manager severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any the Rule 430A Information and any the Rule 434 Information, if applicable, or any preliminary prospectus International Prospectus or the U.S. International Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such International Manager through the Lead Managers expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectuses International Prospectus (or any amendment or supplement thereto).

Appears in 1 contract

Samples: International Purchase Agreement (Knoll Inc)

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Indemnification of Company, Directors and Officers and Selling Shareholder. Each International Manager severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Shareholder and each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any the Rule 430A Information and any the Rule 434 Information, if applicable, or any preliminary international prospectus or the U.S. International Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished in writing to the Company by or on behalf of such International Manager through the Lead Managers expressly for use in the Registration Statement (or any amendment thereto) or such preliminary international prospectus or the Prospectuses International Prospectus (or any amendment or supplement thereto).

Appears in 1 contract

Samples: Tiffany & Co

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