Common use of Indemnification by the Underwriters Clause in Contracts

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, the Selling Shareholder and each of its directors and officers and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholder to the same extent as the indemnity set forth in paragraph (a) above, 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 reasonably 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 any Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement or the 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 following information furnished on behalf of each Underwriter: the information contained in the seventeenth and eighteenth paragraphs, in each case under the caption “Underwriting (Conflicts of Interest)” in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Restaurant Brands International Limited Partnership)

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Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, the Selling Shareholder and each of its Forward Seller, each Forward Counterparty and their respective affiliates, directors and officers officers, and each person, if any, who controls the Company Company, a Forward Seller or the Selling Shareholder a Forward Counterparty within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholder to the same extent as the indemnity set forth in paragraph (a) above, 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 reasonably 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 any such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement or Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the information contained name of each Underwriter and its participation in the seventeenth and eighteenth paragraphssale of the Shares, in each case (ii) the fourth paragraph under the caption “Underwriting – Underwriting Discounts and Commissions” concerning the concession and reallowance figures, and (Conflicts iii) the tenth and eleventh paragraphs under the caption “Underwriting – Underwriting Discounts and Commissions” concerning stabilizing transactions or purchases for the purpose of Interest)” in pegging, fixing or maintaining the Prospectusprice of the Common Stock.

Appears in 1 contract

Samples: Regency Centers Corp

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and the Selling Shareholder Forward Seller, the Forward Counterparty and each of its their respective affiliates, directors and officers officers, and each person, if any, who controls the Company Company, the Forward Seller or the Selling Shareholder Forward Counterparty within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholder to the same extent as the indemnity set forth in paragraph (a) above, 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 reasonably 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 any such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement or Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the information contained name of each Underwriter and its participation in the seventeenth and eighteenth paragraphssale of the Shares, in each case (ii) the fourth paragraph under the caption “Underwriting – Underwriting Discounts and Commissions” concerning the concession and reallowance figures, and (Conflicts iii) the eleventh and twelfth paragraphs under the caption “Underwriting – Underwriting Discounts and Commissions” concerning stabilizing transactions or purchases for the purpose of Interest)” in pegging, fixing or maintaining the Prospectusprice of the Common Stock.

Appears in 1 contract

Samples: Regency Centers Corp

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, the Selling Shareholder and each of its directors and officers Statement and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholder to the same extent as the indemnity set forth in paragraph (a) above, 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 reasonably 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 any such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement or Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the information contained name of each Underwriter and its participation in the seventeenth sale of the Shares, (ii) the fourth and eighteenth paragraphs, in each case fifth paragraphs under the caption section heading Underwriting Underwriting” concerning the concession and reallowance figures, and (Conflicts iii) the ninth and tenth paragraphs under the section heading “Underwriting” concerning stabilizing transactions or purchases for the purpose of Interest)” in pegging, fixing or maintaining the Prospectusprice of the common stock.

Appears in 1 contract

Samples: Regency Centers Corp

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Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, the Selling Shareholder and each of its directors and officers and each person, if any, who controls the Company or the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholder to the same extent as the indemnity set forth in paragraph (a) above, 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 reasonably 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 any Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement or the 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 following information furnished on behalf of each Underwriter: the information contained in the sixteenth and seventeenth and eighteenth paragraphs, in each case under the caption “Underwriting (Conflicts of Interest)” in the Prospectus.

Appears in 1 contract

Samples: Underwriting Agreement (Restaurant Brands International Limited Partnership)

Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and the Selling Shareholder Forward Seller, the Forward Counterparty and each of its their respective affiliates, directors and officers officers, and each person, if any, who controls the Company Company, the Forward Seller or the Selling Shareholder Forward Counterparty within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act and the Selling Shareholder to the same extent as the indemnity set forth in paragraph (a) above, 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 reasonably 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 any such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement or Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show Prospectus or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended)Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in the Prospectus furnished on behalf of each Underwriter: (i) the information contained name of each Underwriter and its participation in the sale of the Underwritten Shares, and (ii) the sixteenth and seventeenth and eighteenth paragraphs, in each case paragraphs under the caption section heading Underwriting (Conflicts Underwriting” concerning stabilizing transactions or purchases for the purpose of Interest)” in pegging, fixing or maintaining the Prospectusprice of the Common Stock.

Appears in 1 contract

Samples: Regency Centers Corp

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