Common use of Indemnification of Underwriters by Selling Stockholders Clause in Contracts

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, however, that this indemnity provision is limited to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Selling Stockholder Information of such Selling Stockholder. Further, the liability under this subsection of any Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 3 contracts

Samples: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)

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Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package or omission made the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any the Selling Stockholder Information of such Selling Stockholder. FurtherInformation; provided, further, that the liability under this subsection of any each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 3 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Garrison Capital Inc.), Underwriting Agreement (Garrison Capital Inc.)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or omission made any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with any the Selling Stockholder Information of such Selling Stockholder. FurtherInformation; provided, further, that the liability under this subsection of any each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 3 contracts

Samples: Underwriting Agreement (Macrogenics Inc), Underwriting Agreement (Emerald Expositions Events, Inc.), Underwriting Agreement (Emerald Expositions Events, Inc.)

Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or omission made any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with any the Selling Stockholder Information of provided by such Selling Stockholder. Further; provided, further, that the liability under this subsection of any such Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after deducting underwriting commissions and discounts, but before deducting expenses, to such the Selling Stockholder Stockholders from the sale of Securities sold by such the Selling Stockholder Stockholders hereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Restoration Hardware Holdings Inc), Underwriting Agreement (Restoration Hardware Holdings Inc)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) aboveabove and in Section 6(f); provided, however, that this indemnity provision is limited to any loss, liability, claim, damage or expense to the extent arising out of any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any Selling Stockholder Information of such Selling StockholderInformation. Further, the liability under this subsection of any Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Erickson Air-Crane Inc), Underwriting Agreement (Erickson Air-Crane Inc)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or omission made any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with any the Selling Stockholder Information of provided by such Selling Stockholder. Further; provided, further, that the liability under this subsection of any each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (Inspire Medical Systems, Inc.), Underwriting Agreement (Entellus Medical Inc)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, Stockholder severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and Affiliates, its selling agents agents, officers, directors, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, howeverin each case to the extent, but only to the extent, that this indemnity provision is limited to any loss, liability, claim, damage such untrue statement or expense to the extent arising out of any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information furnished to the Underwriters by or on behalf of the Selling Stockholders specifically for use therein, it being understood and agreed that the only information furnished by the Selling Stockholders consists solely of the information relating to the Selling Stockholders under the caption “Selling Stockholders” in the General Disclosure Package. The liability of each Selling Stockholder Information of such Selling Stockholder. Furtherunder the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 6 and Section 7, the liability under this subsection of any Selling Stockholder respectively, shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before expenses, to such received by the Selling Stockholder Stockholders from the sale of Securities sold by such the Selling Stockholder hereunderStockholders under this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or omission made any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with any the Selling Stockholder Information of provided by such Selling Stockholder. Further; provided, that the liability under this subsection of any each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 2 contracts

Samples: Underwriting Agreement (WisdomTree Investments, Inc.), Underwriting Agreement (WisdomTree Investments, Inc.)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) aboveabove and in Section 6(f); provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement or omission has been made in reliance upon and in conformity with any the Selling Stockholder Information of such Selling Stockholder. Further, Information; and provided further that the liability under this subsection of any each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds proceeds, after deducting underwriting discounts and commissions and discounts, but before deducting expenses, to received by such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Active Network Inc)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or omission made any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with any the Selling Stockholder Information of such Selling Stockholder. FurtherInformation; provided, further, that the liability under this subsection of any each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.. EXECUTION VERSION

Appears in 1 contract

Samples: Agreement (Montrose Environmental Group, Inc.)

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Indemnification of Underwriters by Selling Stockholders. Each Selling StockholderStockholder agrees, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package or omission made the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with any the Selling Stockholder Information of such Selling Stockholder. FurtherInformation; provided, further, that the liability under this subsection of any each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such the Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Purple Innovation, Inc.)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and its selling agents agents, officers, directors, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above; provided, howeverin each case to the extent, but only to the extent, that this indemnity provision is limited to any loss, liability, claim, damage such untrue statement or expense to the extent arising out of any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information furnished to the Underwriters by or on behalf of the Selling Stockholder Information of specifically for use therein, it being understood and agreed that the only information furnished by such Selling Stockholder. Further, Stockholder consists solely of the liability under this subsection of any information relating to such Selling Stockholder under the caption “Principal and Selling Stockholders” in the General Disclosure Package. The liability of each Selling Stockholder under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 6 and Section 7, respectively, shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before expenses, to received by such Selling Stockholder from the sale of Securities Shares sold by such Selling Stockholder hereunderunder this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Springleaf Holdings, Inc.)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, Stockholder agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses subsection (a)(i), (iia) and (iii) aboveof this Section; provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or omission made any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with any the Selling Stockholder Information of such Selling Stockholder. FurtherInformation; provided, further, that the liability under this subsection of any the Selling Stockholder Stockholders shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before expenses, to such the Selling Stockholder Stockholders from the sale of Securities sold by such the Selling Stockholder Stockholders hereunder.

Appears in 1 contract

Samples: NCR Corp

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) aboveabove and in Section 6(g); provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense each Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the Prospectus (or omission made any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with any the Selling Stockholder Information of such Selling Stockholder. FurtherInformation; provided, further, that the liability under this subsection of any each Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expensesexpenses (the “Gross Proceeds”), to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (SemiLEDs Corp)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) aboveabove and in Section 6(f); provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense the Selling Stockholders shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or omission made any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with any the Selling Stockholder Information of such Selling Stockholder. FurtherInformation; provided, further, that the liability under this subsection of any the Selling Stockholder shall be limited to an amount equal to the aggregate gross proceeds after underwriting commissions and discounts, but before expenses, to such the Selling Stockholder from the sale of Securities sold by such the Selling Stockholder hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Byline Bancorp, Inc.)

Indemnification of Underwriters by Selling Stockholders. Each Selling Stockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Company to the extent and in the manner set forth in clauses clause (a)(i), (ii) and (iiia) above; provided, however, provided that this indemnity provision is limited to any loss, liability, claim, damage or expense such Selling Stockholder shall be liable only to the extent arising out of any that such untrue statement or alleged untrue statement or omission or alleged untrue statement omission has been made in the Registration Statement, any preliminary prospectus, the General Disclosure Package, the Prospectus (or omission made any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with any the Selling Stockholder Information of such Selling Stockholder. FurtherInformation; provided, further, that the liability under this subsection of any each Selling Stockholder shall be limited to an amount equal to the aggregate gross net proceeds after underwriting commissions and discounts, but before expenses, to such Selling Stockholder from the sale of Securities sold by such Selling Stockholder hereunder.

Appears in 1 contract

Samples: Underwriting Agreement (Philadelphia Energy Solutions Inc.)

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