Common use of Costs; Indemnity Clause in Contracts

Costs; Indemnity. (i) The Issuer shall bear (a) all costs directly incidental to the Capital Reduction, including but not limited to notarization costs, costs of the Commercial Register and costs of publication of the Capital Reduction and (b) the costs of the Representatives reasonably incurred in connection with the Call Option, the Put Option or the Capital Reduction, as applicable (including, but not limited to, (x) non-income taxes imposed by a jurisdiction other than the jurisdiction of incorporation of the applicable Representative, (y) interest at a rate of the 3-month CHF LIBOR, calculated on a 30/360 basis, following the Event of Non-Completion until the payment of proceeds to the Representatives, acting on behalf of the several Underwriters, and (z) reasonable out-of-pocket expenses of the Representatives and their counsel). (ii) The Issuer further undertakes to indemnify the Representatives for, and to hold the Representatives harmless from, any reasonable costs, expenses, third-party claims and liabilities, actual or contingent, that may be incurred by or made against the Representatives in connection with the Capital Reduction.

Appears in 5 contracts

Samples: Underwriting Agreement (CRISPR Therapeutics AG), Underwriting Agreement (CRISPR Therapeutics AG), Underwriting Agreement (CRISPR Therapeutics AG)

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Costs; Indemnity. (i) The Issuer Company shall bear (aA) all costs directly incidental to the Capital Reduction, including but not limited to notarization costs, costs of the Commercial Register and Register, costs of publication of the Capital Reduction Reduction, costs of the respective shareholders' meeting and the costs of related filings and (bB) the costs of the Representatives reasonably incurred in connection with the Call Option, the Put Option or the Capital Reduction, as applicable (including, including but not limited to, to (x) non-income taxes imposed by a jurisdiction other than the jurisdiction of incorporation of the applicable Representativetaxes, (y) interest at a rate of the higher of zero or the 3-month CHF LIBOR, calculated on a 30/360 basis, following the Event of Non-Completion until the payment of proceeds to the Representatives, acting on behalf of the several Underwriters, and (z) reasonable out-of-out of pocket expenses of the Representatives and their counsel). (ii) The Issuer Company further undertakes to indemnify the Representatives for, and to hold the Representatives harmless from, any reasonable costs, expenses, third-third party claims and liabilities, actual or contingent, that may be incurred by or made against the Representatives in connection with the Capital Reduction.

Appears in 1 contract

Samples: Underwriting Agreement (AC Immune SA)

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