By SICPA Sample Clauses

By SICPA. Flex may require, as a condition to including any of SICPA's shares of Common Stock in any registration statement filed pursuant to Section 1 or 2 hereof, that Flex shall have received an undertaking reasonably satisfactory to it from SICPA to indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 6) Flex, each director of Flex, each person named as or about to become a director of Flex, each officer of Flex and each other person, if any, who controls Flex within the meaning of the Securities Act, with respect to any statement in or omission from such registration statement, any preliminary prospectus or final prospectus included therein, or any amendment thereof or supplement thereto, if such statement or omission was made in reliance upon and in conformity with written information expressly furnished to Flex by or on behalf of SICPA for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement; provided, however, that such indemnity shall be limited to the amount of the net proceeds received by SICPA from the sale of shares of Common Stock pursuant to such registration statement, except in the case of any material misstatement or omission knowingly and willfully made by SICPA in written information expressly furnished to Flex or the underwriters by or on behalf of SICPA for use in the preparation of such registration statement, preliminary prospectus, final prospectus, amendment or supplement, as to which no such limitation shall apply. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Flex or any such director, officer or controlling person and shall survive the transfer of such securities by SICPA.
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Related to By SICPA

  • No Other Modifications Except as modified by this Extension and Amendment, the provisions of the Agreement shall remain in full force and effect.

  • No Side Agreements There are no agreements by, among or between the Company or any of its Affiliates, on the one hand, and any Purchaser or any of their Affiliates, on the other hand, with respect to the transactions contemplated hereby other than the Operative Documents nor promises or inducements for future transactions between or among any of such parties.

  • No Other Modification Except as set forth in this Amendment, the terms and conditions of the Agreement shall remain in full force and effect.

  • No Governmental Review Such Buyer understands that no United States federal or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

  • RIDERS All Riders attached hereto and executed both by Landlord and Tenant shall be deemed to be a part hereof and hereby incorporated herein.

  • No Waiver by Course of Conduct No Secured Party shall by any act (except by a written instrument pursuant to Section 8.5), delay, indulgence, omission or otherwise be deemed to have waived any right or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising, on the part of any Secured Party, any right, power or privilege hereunder shall operate as a waiver thereof. No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof or the exercise of any other right, power or privilege. A waiver by any Secured Party of any right or remedy hereunder on any one occasion shall not be construed as a bar to any right or remedy that such Secured Party would otherwise have on any future occasion.

  • No Material Changes Prior to and on each of the Closing Date and the Option Closing Date, if any, (i) there shall have been no material adverse change or development involving a prospective material adverse change in the condition or prospects or the business activities, financial or otherwise, of the Company from the latest dates as of which such condition is set forth in the Registration Statement and the Prospectus, (ii) no action suit or proceeding, at law or in equity, shall have been pending or threatened against the Company or any Insider before or by any court or federal, foreign or state commission, board or other administrative agency wherein an unfavorable decision, ruling or finding may materially adversely affect the business, operations, or financial condition or income of the Company, except as set forth in the Registration Statement and the Prospectus, (iii) no stop order shall have been issued under the Act and no proceedings therefor shall have been initiated or, to the Company’s knowledge, assuming reasonable inquiry, threatened by the Commission, and (iv) the Registration Statement, the Sale Preliminary Prospectus and the Prospectus and any amendments or supplements thereto shall contain all material statements which are required to be stated therein in accordance with the Act and the Regulations and shall conform in all material respects to the requirements of the Act and the Regulations, and neither the Registration Statement, the Sale Preliminary Prospectus nor the Prospectus nor any amendment or supplement thereto shall contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

  • Authorization; Other Agreements The Guarantied Parties are hereby authorized, without notice to, or demand upon, any Guarantor, which notice and demand requirements each are expressly waived hereby, and without discharging or otherwise affecting the obligations of any Guarantor hereunder (which obligations shall remain absolute and unconditional notwithstanding any such action or omission to act), from time to time, to do each of the following:

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

  • No Implied Waivers The failure of either party at any time to require performance by the other party of any provision hereof shall not affect in any way the right to require such performance at any time thereafter, nor shall the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of any subsequent breach of the same provision or any other provision.

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