Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum and the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distribution."
Appears in 2 contracts
Samples: Nebraska Book Co, NBC Acquisition Corp
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following: information contained in the third paragraph, the fifth and sixth sentences eighth paragraph of the eighth paragraph, Preliminary Prospectus and the tenth paragraph Prospectus under the heading "Plan of distribution“Underwriting."”
Appears in 2 contracts
Samples: Underwriting Agreement (Gilead Sciences, Inc.), Underwriting Agreement (Gilead Sciences Inc)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, concession and reallowance figures appearing in the fifth and sixth sentences of the eighth paragraph, seventh paragraph and the tenth paragraph eleventh and the twelve paragraphs under the heading "Plan of distributioncaption “Underwriting”."
Appears in 2 contracts
Samples: Underwriting Agreement (Webzen Inc), Underwriting Agreement (Webzen Inc)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus (including the Investor Presentation) or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Underwriting” in the Prospectus and the information contained in the sixth paragraph relating to stabilization under the caption “Underwriting” in the Prospectus."
Appears in 2 contracts
Samples: Underwriting Agreement (Agilent Technologies, Inc.), Agilent Technologies, Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the following: the third paragraph, the fifth first and sixth second sentences of the eighth paragraph, third paragraph and the tenth paragraph under eleventh and twelfth paragraphs in the heading "Plan of distributionsection entitled “Underwriting” in the Prospectus."
Appears in 2 contracts
Samples: Underwriting Agreement (Frontier Communications Corp), Frontier Communications Corp
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Underwriting”."
Appears in 2 contracts
Samples: Cbeyond Communications Inc, Cbeyond Communications Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the second and third paragraph, the fifth and sixth sentences of the eighth paragraph, third paragraph and the tenth paragraph section entitled “Overallotment, Stabilization, Covering Transactions” under the heading "Plan of distributioncaption “Underwriting” in the Preliminary Prospectus and the Prospectus."
Appears in 2 contracts
Samples: Underwriting Agreement (J M SMUCKER Co), J M SMUCKER Co
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or the Disclosure Package, it being understood and agreed that the only such information consists of the following: the third paragraphnames of the Underwriters on the cover page of and under the caption “Underwriting” in the Prospectus, the fifth and sixth sentences last paragraph on the cover page of the eighth paragraphProspectus and the statements set forth in the , and the tenth paragraph paragraphs under the heading "Plan of distributioncaption “Underwriting” in the Prospectus."
Appears in 2 contracts
Samples: Underwriting Agreement (Raymond James Financial Inc), Underwriting Agreement (Raymond James Financial Inc)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser or on behalf of an Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: (x) the third concession and reallowance figures appearing in the fifth paragraph and (y) the information contained in the ninth paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distribution“Underwriting” in the Prospectus."
Appears in 2 contracts
Samples: Discover Financial Services, Discover Financial Services
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Issuer Free Writing Prospectus or any General Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of the Underwriter: the third paragraph, information under the fifth subheadings “Stabilization” and sixth sentences of the eighth paragraph, and the tenth paragraph “Passive Market Making” under the heading "Plan of distribution“Underwriting."”
Appears in 2 contracts
Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Southern National Bancorp of Virginia Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or the Disclosure Package, it being understood and agreed that the only such information consists of the following: the third paragraphnames of the Underwriters on the cover page of and under the caption “Underwriting” in the Prospectus, the fifth and sixth sentences last paragraph on the cover page of the eighth paragraph, Prospectus and the tenth statements set forth in the third, fourth and seventh paragraph under the heading "Plan of distributioncaption “Underwriting” in the Prospectus."
Appears in 2 contracts
Samples: Raymond James Financial Inc, Raymond James Financial Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraphstatements set forth in the third, the fifth eighth, ninth, tenth, eleventh and sixth sentences of the eighth paragraph, and the tenth paragraph twelfth paragraphs under the heading "Plan of distribution“Underwriting”."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor its directors, and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any duly documented losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing information furnished on behalf of each Underwriter: the third paragraphlegal and marketing names of each Underwriter on the cover page of the Preliminary Prospectus and in the Prospectus, the fifth first paragraph and sixth sentences of the eighth paragraph, references to “stabilization” in paragraphs ten and the tenth paragraph eleven under the heading "Plan of distribution“Underwriting” in the Preliminary Prospectus and in the Prospectus."
Appears in 1 contract
Samples: ArcelorMittal
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor Company and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the followingfollowing information in the Preliminary Offering Memorandum and the Offering Memorandum: (i) the first sentence of the third paragraph, (ii) the fifth and sixth sentences fourth sentence of the eighth paragraph, tenth paragraph and (iii) the tenth first sentence of the twelfth paragraph under the heading "Plan of distributionDistribution"."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, the fifth third and sixth fourth sentences of the eighth paragraph, sixth paragraph and the tenth seventh paragraph under the heading "Plan of distribution“Underwriting."”
Appears in 1 contract
Samples: Underwriting Agreement (American Equity Investment Life Holding Co)
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraphinformation contained in the second, the third, fourth and fifth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Samples: Encore Acquisition Co
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Securities Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third paragraph, the fifth and sixth sentences sentence of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or the Disclosure Package, it being understood and agreed that the only such information consists of the following: the third paragraphnames of the Underwriters on the cover page of the Prospectus and the fourth, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph seventh paragraphs under the heading "Plan of distributioncaption “Underwriting” in the Prospectus."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, concession and reallowance figures appearing in the fifth paragraph under the caption “Underwriting” and sixth sentences of the eighth paragraph, and information contained in the tenth paragraph under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, its trustees, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of the Underwriter: the third paragraphinformation in the third, the fifth twelfth through fourteenth, eighteenth and sixth sentences of the eighth paragraph, and the tenth paragraph twentieth paragraphs under the heading "Plan of distribution“Underwriting."
Appears in 1 contract
Samples: Ramco Gershenson Properties Trust
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, each of the Guarantor directors and officers of the Company who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Registration Statement, the Preliminary Offering Memorandum and Prospectus, any of the Offering Memorandum other Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the third paragraph, information contained in the fifth ninth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distributioncaptions “Underwriting” in the Preliminary Prospectus."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveAct, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the “Underwriting” section of the Prospectus: the third paragraphthird, the fifth eleventh and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributiontwelfth paragraphs."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Subsidiary Guarantor and their respective directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Commissions and Discounts” and the paragraphs under the caption “Short Positions."”
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser The Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), or any General Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following: following information in the third paragraph, the fifth and sixth sentences Prospectus furnished on behalf of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributionUnderwriter: ."
Appears in 1 contract
Samples: Converted Organics Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, paragraph and the tenth information contained in the fourteenth paragraph under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Samples: Discover Financial Services
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser any Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, information contained in the fifth fifteenth and sixth sentences of the eighth paragraph, and the tenth paragraph sixteenth paragraphs under the heading "Plan of distributioncaption “Underwriting."”
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveAct, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and the Offering Memorandum (Prospectus or any amendment or supplement thereto)Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following: the third paragraph, information contained in the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph twelfth through fourteenth paragraphs under the heading "Plan of distributioncaption “Underwriting” (the “Underwriter Provided Information”)."
Appears in 1 contract
Samples: Tyme Technologies, Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative expressly Underwriter for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: (i) the concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Underwriting” and (ii) the information relating to stabilizing transactions, penalty bids and syndicate covering transactions in the ninth and tenth paragraphs under the caption “Underwriting”."
Appears in 1 contract
Samples: People's United Financial, Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraphthird, the fifth twelfth and sixth sentences of the eighth paragraph, and the tenth paragraph thirteenth paragraphs under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Samples: Lithia Motors Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the third paragraphstatements concerning the Underwriters contained in the seventh, the fifth eighth and sixth sentences of the eighth paragraph, and the tenth paragraph ninth paragraphs under the heading "Plan of distributionUnderwriting"."
Appears in 1 contract
Samples: United States Steel Corp
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor Company and its directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative expressly for use in the Preliminary Offering Memorandum and Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: the third paragraph, the fifth and sixth sentences of the eighth paragraph, paragraph and the tenth twelfth paragraph under the heading "caption “Plan of distributionDistribution."”
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Final Prospectus (or any amendment or supplement thereto)) or any Preliminary Final Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Final Prospectus furnished on behalf of each Underwriter: the third paragraph, concession and reallowance figures appearing in the fifth and sixth sentences of the eighth paragraph, and the tenth _______ paragraph under the heading caption "Plan of distributionUnderwriting" and the information contained in the ________ paragraph under the caption "Underwriting"."
Appears in 1 contract
Samples: Collins & Aikman Products Co
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, the fifth sixth paragraph (third sentence), seventh paragraph and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distribution“Underwriting”."
Appears in 1 contract
Samples: Rli Corp
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of the Underwriter: the third paragraph, concession and reallowance figures appearing in the second paragraph under the caption "Underwriting"; and the information contained in the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading caption "Plan of distributionUnderwriting."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), or any General Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distribution."
Appears in 1 contract
Samples: Converted Organics Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus: the selling concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, paragraph and the tenth paragraph eleventh, twelfth and thirteenth paragraphs relating to Underwriters’ stabilization activities under the heading "Plan of distributioncaption “Underwriting."”
Appears in 1 contract
Samples: Penn Virginia Corp
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph, paragraph under the fifth and sixth sentences of the eighth paragraphcaption "Underwriting", and the tenth paragraph information contained in the ninth through eighteenth paragraphs under the heading caption "Plan of distributionUnderwriting"."
Appears in 1 contract
Samples: Encore Acquisition Co
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor its directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, fifth paragraph in the fifth section entitled “Underwriting” and sixth sentences the second sentence of the eighth paragraph, first paragraph and the tenth second paragraph under the heading "Plan of distribution“Price Stabilization, Short Positions” in the section entitled “Underwriting”."
Appears in 1 contract
Samples: VEREIT Operating Partnership, L.P.
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, Underwriter agrees to indemnify and hold harmless the Company, the Guarantor its directors, its officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum and the Offering Memorandum (Registration Statement, or any amendment thereof, any related preliminary prospectus, the General Disclosure Package, any Issuer Free Writing Prospectus or supplement the Prospectus (as amended or supplemented if the Company shall have furnished any amendments or supplements thereto), it being understood and agreed upon that the only such information furnished by the Underwriters consists of the followingfollowing information in the Prospectus Supplement : the third paragraph, the fifth name and sixth sentences address of the eighth paragraph, Underwriters and the tenth eleventh paragraph set forth under the heading "Plan of distributioncaption “Underwriting."”.
Appears in 1 contract
Samples: Underwriting Agreement (YY Inc.)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, concession and reallowance figures appearing in the fifth and sixth sentences of the eighth paragraph, and the tenth fourth paragraph under the heading "Plan of distributioncaption “Underwriting” and the information contained in the ninth paragraph under the caption “Underwriting."”
Appears in 1 contract
Samples: Underwriting Agreement (Republic Companies Group, Inc.)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: (i) the concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Underwriting,” and (ii) the information contained in the eleventh paragraph under the caption “Underwriting”."
Appears in 1 contract
Samples: Underwriting Agreement (Cree Inc)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to such Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative expressly Representatives specifically for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing in the Preliminary Prospectus and the Prospectus under the caption “Underwriting”: (i) the information contained in the third paragraph, (ii) the fifth and sixth sentences information contained in the third sentence of the eighth seventh paragraph and (iii) the information contained in the ninth paragraph, and the tenth paragraph under the heading "Plan of distribution."
Appears in 1 contract
Samples: Flex Ltd.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, information contained in the fifth seventh and sixth sentences ninth paragraphs under the caption "Underwriting" and the information contained in the last sentence of the eighth paragraph, and the tenth eleventh paragraph under the heading caption "Plan of distributionUnderwriting"."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor directors of the Company, the officers of the Company who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following: following information in the third paragraph, the fifth and sixth sentences Prospectus furnished on behalf of the eighth paragraph, and the tenth paragraph under the heading "Plan of distribution."each
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyCompany and the Guarantors, the Guarantor each of their respective officers and directors and each person, if any, who controls the Company or the Guarantor Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the information contained in the third, seventh, eighth and ninth paragraphs and the third paragraph, the fifth and sixth sentences sentence of the eighth paragraph, and fourth paragraph of the tenth paragraph under the heading "Plan of distributionsection entitled “Underwriting”."
Appears in 1 contract
Samples: Tenneco Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Registration Statement, any Preliminary Offering Memorandum Prospectus and the Offering Memorandum Final Prospectus (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Final Prospectus furnished on behalf of each Underwriter: the third paragraphconcession and reallowance figures appearing in the paragraphs five, the fifth eight, nine and sixth sentences of the eighth paragraph, and the tenth paragraph ten under the heading "Plan of distributioncaption “Underwriting."”
Appears in 1 contract
Samples: Lexar Media Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, the fifth seventh paragraph and sixth the third and fourth sentences of in the eighth paragraph, and the tenth paragraph under the heading "Plan of distribution“Underwriting”."
Appears in 1 contract
Samples: Take Two Interactive Software Inc
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor Company and its directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Memorandum, any of the other Time of Sale Information, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Offering Memorandum and the Offering Memorandum: the third paragraph, the fifth and sixth sentences of the eighth paragraph, second paragraph and the tenth ninth paragraph under the heading "caption “Plan of distribution."”
Appears in 1 contract
Samples: SRC Energy Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its respective directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third sixth paragraph, the fifth third and sixth fourth sentences of the eighth ninth paragraph, and the tenth paragraph paragraph, in each case, under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Samples: Twilio Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph, paragraph under the caption “Underwriting” and the information contained in the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the information contained in the third sentence of the fifth paragraph and the first sentence of the thirteenth paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Underwriting."”
Appears in 1 contract
Samples: Seattle Genetics Inc /Wa
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraphinformation contained in the eighth, the fifth ninth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distributioncaption “Underwriting” (the “Underwriter Information”)."
Appears in 1 contract
Samples: Janus Capital Group Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act, to the same extent as the foregoing indemnity set forth in paragraph (a) abovefrom the Company to such Underwriter, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, information contained in the fifth and sixth sentences of the eighth paragraph, and the tenth [ ] paragraph under the heading "Plan of distributioncaption “Underwriting."”
Appears in 1 contract
Samples: Orbotech LTD
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished by on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Underwriting” and the information contained in the thirteenth paragraph under the caption “Underwriting."”
Appears in 1 contract
Samples: Metabolix, Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative on behalf of each Underwriter expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or the Disclosure Package, it being understood and agreed that the only such information consists of the following: the statements set forth in the first, second and third paragraph, the fifth and sixth sentences sentence of the eighth paragraph, third paragraph and the tenth third sentence in the seventh paragraph under the heading "Plan of distributioncaption “Underwriting” in the Prospectus."
Appears in 1 contract
Samples: Underwriting Agreement (United Insurance Holdings Corp.)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading caption "Plan of distributionUnderwriting" and the information contained in the 11th and 12th paragraphs under the caption "Underwriting" relating to stabilizing transactions."
Appears in 1 contract
Samples: Allegheny Technologies Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveAct, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the “Underwriting” section of the Prospectus: the third paragraph, the fifth and sixth sentences of the eighth paragraph, paragraph and the tenth paragraph paragraphs under the heading "Plan of distribution“Price Stabilization and Short Positions”."
Appears in 1 contract
Samples: Mimedx Group, Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, concession and reallowance figures appearing in the fifth and sixth sentences of the eighth paragraph, and the tenth fourth paragraph under the heading "Plan of distributioncaption “Underwriters”."
Appears in 1 contract
Samples: Navios Maritime Holdings Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed that the only such information consists of the following: the statements concerning the Underwriters contained in the third, fifth (the third sentence of such paragraph, the fifth ) and sixth sentences of the eighth paragraph, and the tenth paragraph seventh paragraphs under the heading "Plan of distributionUnderwriting"."
Appears in 1 contract
Samples: United States Steel Corp
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distribution[·]."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, each of the Guarantor directors and officers of the Company who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Registration Statement, the Preliminary Offering Memorandum and Prospectus, any of the Offering Memorandum other Time of Sale Information, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the third paragraph, information contained in the fifth ninth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distributioncaptions “Underwriting” in the Preliminary Prospectus and “Underwriting” in the Prospectus."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveAct, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Registration Statement, Pricing Disclosure Package and the Prospectus furnished on behalf of each Underwriter: the third paragraphmarketing name, legal name, logo and address of any Underwriter appearing in the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributionProspectus."
Appears in 1 contract
Samples: Zai Lab LTD
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing in the Preliminary Prospectus and the Prospectus: the third paragraph, and sixth paragraphs and the third sentence of the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan caption “Underwriting (Conflicts of distributionInterest)."”
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor each of its directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, fourth and fifth sentences in the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan “Underwriting (Conflicts of distributionInterest)—New Issue of Notes."”
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor its directors, and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any duly documented losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing information furnished on behalf of each Underwriter: the third paragraphlegal and marketing names of each Underwriter on the cover page of the Preliminary Prospectus and in the Prospectus, the fifth first paragraph and sixth sentences of the eighth paragraph, references to “stabilization” in paragraphs nine and the tenth paragraph ten under the heading "Plan of distribution“Underwriting” in the Preliminary Prospectus and in the Prospectus."
Appears in 1 contract
Samples: ArcelorMittal
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor Company and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser any Underwriter through the Representative Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Offering Memorandum and Prospectus or the Offering Memorandum Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the followingfollowing information in the Preliminary Prospectus and the Prospectus: the text in the third paragraph(relating to concessions), the fifth ninth, tenth and sixth sentences of the eighth paragraph, and the tenth paragraph eleventh (relating to stabilizing transactions) paragraphs under the heading "Plan of distributioncaption “Underwriting” in the Prospectus."
Appears in 1 contract
Samples: Underwriting Agreement (EQT Corp)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or the Disclosure Package, it being understood and agreed that the only such information consists of the following: the third paragraphnames of the Underwriters on the cover page of and under the caption “Underwriting” in the Prospectus, the fifth and sixth sentences last paragraph on the cover page of the eighth paragraph, Prospectus and the tenth paragraph statements set forth in the and paragraphs under the heading "Plan of distributioncaption “Underwriting” in the Prospectus."
Appears in 1 contract
Samples: Underwriting Agreement (Raymond James Financial Inc)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, statements set forth in the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph [•] paragraphs under the heading "Plan of distribution“Underwriting”."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Preliminary Offering Memorandum and the Offering Memorandum Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third fourth paragraph, the fifth third and sixth fourth sentences of the eighth sixth paragraph and the seventh paragraph, and the tenth paragraph under the heading "Plan “Underwriting” in each of distributionthe Disclosure Package and the Prospectus."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed that the only such information consists of the following: the third statements concerning the Underwriters contained in the third, sixth (the second sentence of such paragraph, the fifth ) and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distributionUnderwriting"."
Appears in 1 contract
Samples: United States Steel Corp
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or the Disclosure Package, it being understood and agreed that the only such information consists of the following: the third paragraphnames of the Underwriters on the cover page of and under the caption “Underwriting” in the Prospectus, the last paragraph on the cover page of the Prospectus and the statements set forth in the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distributioncaption “Underwriting” in the Prospectus."
Appears in 1 contract
Samples: Raymond James Financial Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in any Preliminary Prospectus, any Issuer Free Writing Prospectus or the Preliminary Offering Memorandum and the Offering Memorandum Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third fourth paragraph, the fifth third and sixth fourth sentences of the sixth paragraph, and the eighth paragraph, and the tenth paragraph under the heading "Plan “Underwriting” in each of distributionthe Disclosure Package and the Prospectus."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, the Guarantor its directors and officers and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of the Underwriter: the third paragraph, information contained in the fifth and sixth sentences last sentence of the eighth 6th paragraph, and the tenth paragraph information contained in the 9th, 10th, 12th and 14th paragraphs, under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Samples: Central European Distribution Corp
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor Company and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser any Underwriter through the Representative Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Offering Memorandum and Prospectus or the Offering Memorandum Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the followingfollowing information in the Preliminary Prospectus and the Prospectus: the third paragraphthird, the fifth eighth and sixth sentences of the eighth paragraph, and the tenth paragraph ninth paragraphs under the heading "Plan of distributioncaption “Underwriting” in the Prospectus."
Appears in 1 contract
Samples: Master Purchase Agreement (EQT Corp)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveof this Section 7, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the statements concerning the Underwriters contained in the third (the second sentence of such paragraph), the fourth and fifth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distributionUnderwriting"."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor its directors, its officers and directors and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third information contained in the sixth paragraph, the fifth thirteenth paragraph and sixth sentences the first sentence of the eighth paragraph, and fourteenth paragraph of the tenth paragraph under the heading "Plan of distributionsection entitled “Underwriting”."
Appears in 1 contract
Samples: Tenneco Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Time of Sale Information or the Investor Presentation, it being understood and agreed that the only such information consists of the following: the concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Underwriting” in the Prospectus and the information contained in the sixth paragraph relating to stabilization under the caption “Underwriting” in the Prospectus."
Appears in 1 contract
Samples: Agilent Technologies Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: [the concession figure appearing in the first sentence of the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioncaption “Underwriting”, the information contained in the tenth and eleventh paragraphs under the caption “Underwriting”."]
Appears in 1 contract
Samples: Underwriting Agreement (Navios Maritime Acquisition CORP)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveof this Section 7, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the statements concerning the Underwriters contained in the third (the second sentence of such paragraph), the fourth and fifth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distribution“Underwriting."”
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to such Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative expressly Representatives specifically for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing in the Preliminary Prospectus and the Prospectus under the caption “Underwriting (Conflicts of Interest)”: (i) the information contained in the third paragraph, (ii) the fifth and sixth sentences information contained in the third sentence of the eighth sixth paragraph and (iii) the information contained in the seventh paragraph, and the tenth paragraph under the heading "Plan of distribution."
Appears in 1 contract
Samples: Flex Ltd.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statements and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statements and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, concession and reallowance figures appearing in the fifth and sixth sentences of the eighth paragraph, and the tenth • paragraph under the heading "Plan of distributioncaption “Underwriting” and the information contained in the • paragraph under the caption “Underwriting."”
Appears in 1 contract
Samples: Myriad Genetics Inc
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Road Show or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), it being understood and agreed upon that the only such information furnished by the Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of the Underwriter: the third paragraph, concession figure appearing in the fifth and sixth sentences of the eighth paragraph, and the tenth fourth paragraph under the heading "Plan of distributioncaption “Underwriting."”
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the statements set forth in (i) the third paragraph, (ii) the fifth fourth sentence in the eighth paragraph and sixth sentences (iii) the ninth paragraph, in each case, of the eighth paragraph, “Underwriting” section in the Preliminary Prospectus and the tenth paragraph under the heading "Plan of distributionProspectus Supplement."
Appears in 1 contract
Samples: Nasdaq, Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the statements set forth in (i) the third paragraph, (ii) the fifth sentence in the eighth paragraph and sixth sentences (iii) the ninth paragraph, in each case, of the eighth paragraph, “Underwriting” section in the Preliminary Prospectus and the tenth paragraph under the heading "Plan of distributionProspectus Supplement."
Appears in 1 contract
Samples: Nasdaq, Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representative[s] expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Prospectus, it being understood and agreed that the only such information consists of the following: following paragraphs in the third paragraph, the fifth and sixth sentences of the eighth paragraph, Preliminary Prospectus and the tenth paragraph under the heading "Plan of distributionProspectus: [●]."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Registration Statement, any Preliminary Offering Memorandum Prospectus and the Offering Memorandum Final Prospectus (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following: following information in the third paragraph, the fifth and sixth sentences Final Prospectus furnished on behalf of the eighth paragraph, and the tenth Underwriter: paragraph 7 under the heading "Plan of distributioncaption “Underwriting."”
Appears in 1 contract
Samples: Sonic Solutions/Ca/
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Guarantor Company and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser any Underwriter through the Representative Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Offering Memorandum and Prospectus or the Offering Memorandum Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the followingfollowing information in the Preliminary Prospectus and the Prospectus: the third paragraphthird, the fifth eighth and sixth sentences of the eighth paragraph, and the tenth paragraph ninth paragraphs under the heading "Plan of distributioncaption “Underwriting” in the Prospectus."
Appears in 1 contract
Samples: Underwriting Agreement (EQT Corp)
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its respective directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, the fifth and sixth fourth sentences of the eighth paragraph, sixth paragraph and the tenth seventh paragraph under the heading "Plan caption “Underwriting (conflicts of distributioninterest)."”
Appears in 1 contract
Samples: PTC Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, concession and reallowance figures appearing in the fifth fourth paragraph under the caption “Underwriting” and sixth sentences of the eighth paragraph, and information contained in the tenth paragraph relating to passive market making/stabilization under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Samples: Genomic Health Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading caption "Plan of distributionUnderwriting" and the information contained in the sixth and seventh paragraphs under the caption "Underwriting"."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser agrees, severally and not jointly, The Underwriter agrees to indemnify and hold harmless the Company, each of its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) the Company to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser the Underwriter furnished to the Company in writing by such Initial Purchaser through the Representative Underwriter expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, information contained in the fifth and sixth sentences of the eighth paragraph, and the tenth thirteenth paragraph under the heading "Plan caption “Underwriting (Conflicts of distributionInterest)” in the Preliminary Prospectus and the Prospectus."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to such Initial Purchaser furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative expressly Representatives specifically for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing in the Preliminary Prospectus and the Prospectus under the caption “Underwriting”: (i) the information contained in the third paragraph, (ii) the fifth and sixth sentences information contained in the second sentence of the eighth seventh paragraph and (iii) the information contained in the ninth paragraph, and the tenth paragraph under the heading "Plan of distribution."
Appears in 1 contract
Samples: Flex Ltd.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter (including through the Representative Representative) expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the statements concerning the Underwriters contained in the third paragraph, paragraph and the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan caption “Underwriting (Conflicts of distributionInterest)” and, with respect to each Underwriter, such Underwriter’s name as it appears on the cover."
Appears in 1 contract
Samples: CDK Global, Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: (i) the information contained in the Prospectus in the third paragraph, the fifth and sixth sentences of the eighth paragraph, and the tenth paragraph under the heading "Plan caption “Underwriting,” (ii) the information contained in the Prospectus in the third sentence of distributionthe seventh paragraph under the caption “Underwriting,” and (iii) the information contained in the Prospectus in the eighth paragraph under the caption “Underwriting."”
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities Losses that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto)) or any Preliminary Prospectus, it being understood and agreed that the only such information consists of the following: the third paragraphstatements set forth in the table in the first paragraph and in the third, the fifth fourth, seventh, ninth and sixth sentences of the eighth paragraph, and the tenth paragraph paragraphs under the heading "Plan of distributioncaption “Underwriting."”
Appears in 1 contract
Samples: Nelnet Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) the Company to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the third paragraph, information contained in the fifth and sixth sentences of the eighth paragraph, and the tenth thirteenth paragraph under the heading "Plan caption “Underwriting (Conflicts of distributionInterest)” in the Preliminary Prospectus and the Prospectus."
Appears in 1 contract
Samples: Rosetta Resources Inc.
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the followingfollowing information in the Prospectus furnished on behalf of each Underwriter: the third paragraph, information contained in the fifth and sixth sentences of the eighth paragraph, and the tenth thirteenth paragraph under the heading "Plan caption “Underwriting” (for the avoidance of distributiondoubt, such paragraph begin “In connection with the offering of the notes…”)."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representative expressly for use in the Preliminary Offering Memorandum Registration Statement and the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Free Writing Prospectus or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following: following information in the third paragraph, the fifth and sixth sentences Prospectus furnished on behalf of the eighth paragraph, and the tenth paragraph under the heading "Plan of distributioneach Underwriter:[ to come]."
Appears in 1 contract
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, the fifth seventh paragraph and sixth the third and fourth sentences of in the eighth paragraph, and the tenth paragraph under the heading "Plan of distribution“Underwriting”."
Appears in 1 contract
Samples: Take Two Interactive Software Inc
Indemnification of the Company. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and officers who signed the Guarantor Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveSection 7(a), but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by or on behalf of such Initial Purchaser Underwriter through the Representative Representatives expressly for use in the Preliminary Offering Memorandum and Registration Statement, the Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the followingfollowing paragraphs in the Preliminary Prospectus and the Prospectus: the third paragraph, the fifth and sixth sentences of the eighth ninth paragraph, and the tenth paragraph and the eleventh paragraph under the heading "Plan of distributioncaption “Underwriting”."
Appears in 1 contract
Samples: Concentrix Corp