Common use of Indemnification of the Company, its Directors and Officers Clause in Contracts

Indemnification of the Company, its Directors and Officers. The Agent agrees to indemnify and hold harmless the Company and its general partner each of its directors and officers and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with the Agent Information; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that the Agent may otherwise have.

Appears in 6 contracts

Samples: Open Market Sale (Icahn Enterprises L.P.), Open Market Sale (Icahn Enterprises Holdings L.P.), Open Market Sale (Icahn Enterprises Holdings L.P.)

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Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 6 contracts

Samples: Underwriting Agreement (Live Oak Acquisition Corp II), Underwriting Agreement (Live Oak Acquisition Corp II), Underwriting Agreement (Live Oak Crestview Climate Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 5 contracts

Samples: Underwriting Agreement (Research Alliance Corp. II), Underwriting Agreement (Therapeutics Acquisition Corp.), Underwriting Agreement (Therapeutics Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Company Additional Written Communication, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Issuer Free Writing Prospectus, any Company Additional Written Communication, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Company Additional Written Communication, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the seventh and eighth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 4 contracts

Samples: Underwriting Agreement (Nordstrom Inc), Underwriting Agreement (Nordstrom Inc), Underwriting Agreement (Nordstrom Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph, the third sentence in the fourth paragraph, the fifth paragraph (except for the last sentence therein), and (z) the first sentence in the first paragraph, the third sentence in the second paragraph and the first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 4 contracts

Samples: Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Tailwind Two Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 4 contracts

Samples: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings IV, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or any preliminary prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany in writing by the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph and the third sentence in the fourth paragraph, and (z) the first sentence in the first paragraph and the first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (EQ Health Acquisition Corp.), Underwriting Agreement (VPC Impact Acquisition Holdings), Underwriting Agreement (VPC Impact Acquisition Holdings)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus that Prospectus, the Company has usedPreliminary Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act Disclosure Package or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Issuer Free Writing Prospectus Prospectus, the Preliminary Prospectus, the Disclosure Package or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fourth paragraph concerning the terms of the offering by the Underwriters, the third sentence of the eighth paragraph regarding market making by the Underwriters, and the ninth paragraph concerning short sales, stabilizing transactions and purchases to cover short positions created by the Underwriters, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (McKesson Corp), Underwriting Agreement (McKesson Corp), McKesson Corp

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth under the caption “Underwriting”: [(x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus and the Prospectus]. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph and the third sentence in the fourth paragraph, and (z) the first sentence in the first paragraph and the first sentence in the sixth paragraph under the heading “Stabilization” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (Helix Acquisition Corp), Underwriting Agreement (ABG Acquisition Corp. I), Underwriting Agreement (ABG Acquisition Corp. I)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by or on behalf of any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fourth, sixth (third and fourth sentences only), seventh, eighth, ninth, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/), Underwriting Agreement (Church & Dwight Co Inc /De/), Underwriting Agreement (Church & Dwight Co Inc /De/)

Indemnification of the Company, its Directors and Officers. The Agent Each Underwriter agrees to to, severally but not jointly, indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Agentthe Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus any preliminary prospectus, or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth (A) in the table in the first paragraph under the caption “Underwriting” in the Prospectus, (B) in the concession and reallowance data under the caption “Underwriting – Commissions and Expenses” in the Prospectus, and (C) under the caption in the Prospectus “Underwriting-Representative’s experience”. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (WPT Enterprises Inc), Underwriting Agreement (WPT Enterprises Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or any preliminary prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth (A) as the last paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters and (B) in the table in the first paragraph and as the second paragraph under the caption "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (International Manufacturing Services Inc), Underwriting Agreement (International Manufacturing Services Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus that the Company has usedProspectus, referred to or filedany Marketing Material, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, or any amendment thereto, such preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus Prospectus, such Marketing Material such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of and documented out-of-pocket expenses (including the reasonable and documented fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representatives have furnished to the Company expressly for use in the Registration Statement, or any amendments thereto, any preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements constituting the Underwriter Information. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (AFC Gamma, Inc.), Underwriting Agreement (AFC Gamma, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth (i) the last paragraph on the cover page regarding delivery of the Notes and (ii) under the heading “Underwriting” (A) the sentences related to concessions and reallowances and (B) the paragraph related to stabilization, syndicate covering transactions and penalty bids in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Illinois Tool Works Inc), Underwriting Agreement (Illinois Tool Works Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting (Conflicts of Interest)”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph and the third sentence in the fourth paragraph, and (z) the first sentence in the first paragraph and the first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Empowerment & Inclusion Capital I Corp.), Underwriting Agreement (Empowerment & Inclusion Capital I Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in paragraphs 3 and 4 under the caption “Underwriting” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp. II), Underwriting Agreement (EdtechX Holdings Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in paragraphs 5 and 6 under the caption “Underwriting” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Mudrick Capital Acquisition Corp. II), Underwriting Agreement (Mudrick Capital Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in paragraph five (the first and second sentences only), paragraph eight (third sentence only), paragraph nine (the first, third and fourth sentences only) and paragraph eleven (the first sentence only) under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement obligation set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Bard C R Inc /Nj/), Underwriting Agreement (Bard C R Inc /Nj/)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (AMCI Acquisition Corp.), Underwriting Agreement (AMCI Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, any Company Additional Written Communication, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Issuer Free Writing Prospectus, any Company Additional Written Communication, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) ), as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, any Company Additional Written Communication, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third and seventh paragraphs in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Dell Inc), Underwriting Agreement (Dell Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act Act, or the Prospectus (or any amendment or supplement thereto) to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or the Prospectus (or any such amendment or supplementsupplement to the foregoing), in reliance upon and in conformity with information relating to the Agent Informationfurnished to the Company by the Agent in writing expressly for use therein; and to reimburse the Company, Company or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, Company or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Agent has furnished to the Company expressly for use in the Registration Statement, any Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement to the foregoing) consists of the information set forth in the eighth and ninth paragraphs under the caption “Plan of Distribution”. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that the Agent may otherwise have.

Appears in 2 contracts

Samples: Open Market Sale (Sol-Gel Technologies Ltd.), Open Market Sale (Sol-Gel Technologies Ltd.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus that Prospectus, the Company has usedPreliminary Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act Disclosure Package or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Issuer Free Writing Prospectus Prospectus, the Preliminary Prospectus, the Disclosure Package or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus, the Disclosure Package or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third paragraph concerning the terms of the offering by the Underwriters, the third sentence of the seventh paragraph regarding market making by the Underwriters, and the eighth paragraph concerning short sales, stabilizing transactions and purchases to cover short positions created by the Underwriters, in each case, under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (McKesson Corp), Underwriting Agreement (McKesson Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

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

Indemnification of the Company, its Directors and Officers. The Agent Each Underwriter agrees to to, severally but not jointly, indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter(s)), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or any preliminary prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representative or the Representative’s counsel expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that such Underwriter has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the “Commissions, Discounts and Expenses,” “Lock-Up and Related Agreements,” “Stabilization; Short Positions and Penalty Bids,” and “Ownership of our Common Stock” subheadings under the caption “Underwriting” in the Prospectus; and each Underwriter confirms that such statements are correct. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Pokertek Inc), Underwriting Agreement (Pokertek Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.. 37

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings II, Inc.), Underwriting Agreement (Landcadia Holdings II, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act Act, or the Prospectus (or any amendment or supplement thereto) to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or the Prospectus (or any such amendment or supplementsupplement to the foregoing), in reliance upon and in conformity with information relating to the Agent Informationfurnished to the Company by the Agent in writing expressly for use therein; and to reimburse the Company, Company or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, Company or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Agent has furnished to the Company expressly for use in the Registration Statement, any Free Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, or the Prospectus (or any amendment or supplement to the foregoing) consists of the information set forth in the eighth and ninth paragraphs under the caption “Plan of Distribution”. The indemnity agreement set forth in this Section ‎Section 6(b) shall be in addition to any liabilities that the Agent may otherwise have.

Appears in 1 contract

Samples: Open Market Sale (Sol-Gel Technologies Ltd.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filedany Marketing Material, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Marketing Material, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph, the third sentence in the fourth paragraph, the fifth paragraph (except for the last sentence therein), and (z) the first sentence in the first paragraph, the third sentence in the second paragraph and the first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (USA Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the [first] sentence in the third paragraph and the [third] sentence in the fourth paragraph, and (z) the [first] sentence in the [first] paragraph and the first sentence in the [sixth] paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Tailwind Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting”: [(x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph and the third sentence in the fourth paragraph, and (z) the first sentence in the first paragraph and the first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus]. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (EQ Health Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or the Preliminary Prospectus the Time of Sale Prospectus, any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any such amendment or supplement thereto) ), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements, in the light of the circumstances under which they were made, statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus Preliminary Prospectus, the Time of Sale Prospectus, such free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, the Preliminary Prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the statements set forth (i) in the first and second sentence of the first paragraph under the subheading “Commissions and Expenses” under the caption “Underwriting” in the Time of Sale Prospectus and the Prospectus and (ii) in the first and last sentence under the subheading “Stabilization,” under the caption “Underwriting” in the Time of Sale Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Vantage Drilling CO)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filedany Marketing Material, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Marketing Material, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph, the third sentence in the fourth paragraph, the fifth paragraph (except for the last sentence therein), and (z) the first sentence in the first paragraph, the third sentence in the second paragraph and the first sentence in the sixth paragraph under the heading “Stabilization”, in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Arya Sciences Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the sixth, eleventh and thirteenth paragraphs and the third sentence of the tenth paragraph under the section entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Fluor Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by or on behalf of any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fourth, sixth (third sentence only), seventh, eighth, ninth, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability damage or expenseliability, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of out-of-pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the first and second sentence of the fifth paragraph and the third sentence in the seventh paragraph in the section entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (CBOE Holdings, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Energen Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph and the third sentence in the fourth paragraph, and (z) the first sentence in the first paragraph and the first sentence in the sixth paragraph under the heading “Stabilization” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Omega Alpha SPAC)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or any preliminary prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth (A) as the paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters and (B) in the table in the first paragraph and as the second, fourth and eighth paragraphs under the caption "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Megabios Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filedany Marketing Material, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Marketing Material, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth under the heading “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph, the third sentence in the fourth paragraph, the first, second and third sentences in the fifth paragraph, and (z) the first sentence in the first paragraph, the third sentence in the second paragraph and the first sentence in the sixth paragraph under the heading “Stabilization”, in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Arya Sciences Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth under the heading “Underwriting” in the first paragraph under the sub-heading “Commissions and Discount” and the first and second paragraphs under the sub-heading “Short Positions” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Sonoco Products Co)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third, eighth and ninth paragraphs under “Underwriting—Conflicts of Interest” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Perkinelmer Inc

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) other expense as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in [ ] in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Toyota Motor Corp/

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act and Regulations or the Exchange ActAct and Regulations, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities ActAct and Regulations, the Exchange ActAct and Regulations, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Free Writing the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in [insert applicable paragraphs] in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Takeda Pharmaceutical Co LTD)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in paragraph five (the first sentence only) and paragraph eight (third sentence only) in the section entitled “Underwriting; Conflicts of Interest” in the Preliminary Prospectus and the Prospectus. The indemnity agreement obligation set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Bard C R Inc /Nj/)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, subject to the limitations set forth in Section 8(c). The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representative expressly for use in the Registration Statement, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in (i) the last paragraph on the front cover of the Preliminary Prospectus regarding delivery of the Notes, and (ii) the third full paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Toro Co)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fifth and tenth paragraphs under the section entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Fluor Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third, fifth, sixth and seventh paragraphs under the caption “Underwriting” and the third sentence of the fourth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Ross Stores Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third, seventh and eighth paragraphs under “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability damage or expenseliability, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of out-of-pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the first and second sentence of the fifth paragraph and the third sentence in the eighth paragraph in the section entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Cboe Global Markets, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representative expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representative expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third, ninth and tenth paragraphs under “Underwriting—Conflicts of Interest” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

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Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the information concerning selling concessions and discounts contained under the caption “Underwriting — Commissions and Discounts” the information concerning stabilizing activities contained in the paragraphs under the caption “Underwriting — Short Positions” and the second and third sentences contained in the first paragraph under the caption “Underwriting — Other Relationships,” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Firstmerit Corp /Oh/)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become becomes subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment theretopreliminary prospectus, the Time of Sale Prospectus, or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or preliminary prospectus, the Time of Sale Prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representative on behalf of the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, or the Prospectus (or any amendment or supplement thereto) is (i) the first paragraph of text under the subheading “Underwriting Discount and Expenses” under the caption “Underwriting,” (ii) the first and second paragraphs under the subheading “Price Stabilization, Short Positions and Penalty Bids, Passive Market Making” under the caption “Underwriting,” in each case in the Initial Prospectus and the Prospectus, and (iii) the first paragraph under the subheading “Relationship with the Underwriters” under the caption “Underwriting.” The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Red Mountain Resources, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger II Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are (i) the statements set forth in the first paragraph under the caption “Underwriting—Commissions and Discounts,” (ii) the statements set forth in the first and second paragraphs under the caption “Underwriting—Short Positions,” (iii) the first clause of the third sentence under the caption “Risk Factors—An active trading market for the notes may not develop.” and (iv) the third sentence under the caption “Underwriting—New Issue of Notes” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Otter Tail Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fifth paragraph of the text on the cover page, the first paragraph of the text under the caption “Underwriting — Commissions and Discounts” on page S-20 and the first paragraph of the text under the caption “Underwriting — Short Positions” on page S-21 in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Allied World Assurance Co Holdings LTD)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third, seventh, eighth and ninth paragraphs under the caption “Underwriting” and the third sentence of the sixth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Ross Stores, Inc.

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the [fourth] paragraph and the third sentence in the [fifth] paragraph, and (z) the first sentence in the [first] paragraph and the first sentence in the [sixth] paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b‎Section 8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (GP-Act III Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the sixth and eleventh paragraphs and the third and fourth sentences of the ninth paragraph under the section entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Fluor Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or any preliminary prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Redwood Trust Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fifth, ninth and tenth paragraphs under “UNDERWRITING” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or any preliminary prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any reasonable legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) other expense reasonably incurred, as such expenses are reasonably incurred incurred, by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the table in the first paragraph and as the third, ninth, tenth, eleventh, thirteenth and sixteenth paragraphs under the caption "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 6(b8(c) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Mykrolis Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third, eighth and ninth paragraphs under “Underwriting (Conflicts of Interests)” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Perkinelmer Inc

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or any preliminary prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with information furnished to the Agent InformationCompany by the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth under the caption "Underwriting" in the Prospectus (A) in the table in the first paragraph, (B) the first four sentences of the third paragraph, (C) paragraphs 10, 11, 12, 13 and 14 concerning stabilization by the Underwriters and (D) paragraph 16 concerning sales to discretionary accounts; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Nexstar Broadcasting Group Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability damage or expenseliability, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of out-of-pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the first and second sentence of the fifth paragraph, the third sentence in the seventh paragraph and the third and fifth sentence of the fifteenth paragraph in the section entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (CBOE Holdings, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus any preliminary prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Underwriters hereby agree that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) is the information appearing in the fourth, twelfth, and sixteenth through nineteenth paragraphs under the caption “Underwriting” in the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Active Network Inc)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with information furnished to the Agent InformationCompany in writing by such Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the information concerning selling concessions and discounts contained under the caption “Underwriting — Commissions and Discounts” and the information concerning stabilizing activities contained in the paragraphs under the caption “Underwriting — Short Positions” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (FNB Corp/Fl/)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket and documented expenses (including the reasonable and documented fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph and the third sentence in the fourth paragraph, and (z) the first sentence in the first paragraph and the first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Tekkorp Digital Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the third, ninth and tenth paragraphs under “Underwriting—Conflicts of Interest” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Perkinelmer Inc

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by such Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the first sentence of the fifth paragraph under “Underwriting—Commissions and Discounts” related to the terms of the offering, the third sentence of the seventh paragraph under “Underwriting—New Issue of Notes” related to market making and the ninth paragraph under “Underwriting—Short Positions” related to short sales, each in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Westinghouse Air Brake Technologies Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (AMCI Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth under the heading “Underwriting” in the first paragraph under the sub-heading “Commissions and Discounts” and the first and second paragraphs under the sub-heading “Short Positions” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Sonoco Products Co)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by or on behalf of any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in fourth, sixth (third sentence only), seventh, eighth, ninth, twelfth and thirteenth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus any preliminary prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representatives relating to the Underwriters and expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth (A) as the last paragraph on the inside front cover page of the Prospectus concerning stabilization and passive market making by the Underwriters and (B) in the table in the first paragraph and in the second, sixth, eighth and ninth paragraphs under the caption "Underwriting" in the Prospectus; and the Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Innovative Valve Technologies Inc

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the first sentence of the third and fifth paragraphs, and the paragraphs under the heading “Stabilization” under the caption “Underwriting” in the Preliminary Prospectus Supplement and the Final Prospectus Supplement. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Waitr Holdings Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact contained in any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by any Underwriter through the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any Company Additional Written Communication, any Issuer Free Writing Prospectus, the Preliminary Prospectus or the Prospectus (or any amendment or supplement thereto) are the statements set forth in the fifth and eleventh paragraphs under the section entitled “Underwriting” in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Fluor Corp)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filed, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in paragraphs [●] and [●] under the caption “Underwriting” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or any preliminary prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer officer, or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b7(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Ondisplay Inc)

Indemnification of the Company, its Directors and Officers. The Agent [—] agrees to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Agent[—]), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or the Prospectus, any amendment thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any such amendment or supplement thereto) ), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements, in the light of the circumstances under which they were made, statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, the Prospectus, such Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to any [—] furnished to the Agent InformationCompany by [—] expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that [—] has furnished to the Company expressly for use in the Registration Statement, the Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the statements set forth (A) in the second sentence of the third paragraph under the caption “Plan of Distribution (Conflicts)” and (B) the eighth paragraph under the caption “Plan of Distribution (Conflicts)” in the Prospectus dated March 18, 2013 relating to the offering of the Shares. The indemnity agreement set forth in this Section 6(b10(b) shall be in addition to any liabilities that the Agent [—] may otherwise have.

Appears in 1 contract

Samples: Sabra Health Care (Sabra Health Care REIT, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or any preliminary prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are reasonably incurred by the Company, or such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b) shall be in addition to any liabilities that the Agent may otherwise have.legal and

Appears in 1 contract

Samples: Underwriting Agreement (Lowestfare Com Inc)

Indemnification of the Company, its Directors and Officers. The Placement Agent agrees agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or federal, state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Placement Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing the Basic Prospectus or the Prospectus Supplement (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Company by the Placement Agent Information; expressly for use therein and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Placement Agent may otherwise have.

Appears in 1 contract

Samples: Share Purchase Agreement (Epix Medical Inc)

Indemnification of the Company, its Directors and Officers. The Agent [—] agrees to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Agent[—]), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact contained in the Prospectus or any Free Writing Prospectus free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) ), or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with written information relating to [—] furnished to the Agent InformationCompany by [—] expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only such information that [—] has furnished to the Company expressly for use in the Registration Statement, the Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) are the statements set forth (A) in the second sentence of the third paragraph under the caption “Plan of Distribution (Conflicts of Interest)” and (B) the ninth paragraph under the caption “Plan of Distribution (Conflicts of Interest)” in the Prospectus dated December 1, 2014 relating to the offering of the Shares. The indemnity agreement set forth in this Section 6(b10(b) shall be in addition to any liabilities that the Agent [—] may otherwise have.

Appears in 1 contract

Samples: Sabra Health Care (Sabra Health Care REIT, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become becomes subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment theretopreliminary prospectus, the Time of Sale Prospectus, or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained in any Free Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or any amendment or supplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus or preliminary prospectus, the Time of Sale Prospectus, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information furnished to the Agent InformationCompany by the Representative on behalf of the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Company) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, or the Prospectus (or any amendment or supplement thereto) is (i) the third paragraph under the caption “Underwriting,” (ii) the second sentence of the sixth paragraph under the caption “Underwriting,” (iii) the eighth paragraph under the caption “Underwriting,” and (iv) the eleventh and twelfth paragraphs under the caption “Underwriting” in the Final Prospectus Supplements. The indemnity agreement set forth in this Section 6(b9(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Red Mountain Resources, Inc.)

Indemnification of the Company, its Directors and Officers. The Agent agrees Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company and its general partner Company, each of its directors and directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such AgentUnderwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or the any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact contained included in any Free Writing Prospectus that preliminary prospectus, the Company has usedTime of Sale Prospectus, referred to or filedany Marketing Material, or is required to file, pursuant to Rule 433(dany Section 5(d) of the Securities Act Written Communication or the IPO Prospectus (or any such amendment or supplement theretosupplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such Free Writing Prospectus preliminary prospectus, the Time of Sale Prospectus, such Marketing Material, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Agent InformationCompany by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable out of pocket expenses (including the reasonable fees and disbursements of counsel chosen by the Companycounsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in the paragraphs under the caption “Underwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities, (y) the first sentence in the third paragraph and the third sentence in the fourth paragraph, and (z) the first sentence in the first paragraph and the first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 6(b8(b) shall be in addition to any liabilities that the Agent each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (FAST Acquisition Corp. II)

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