Common use of Defect Eliminated in Final Prospectus Clause in Contracts

Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 0000 Xxx.

Appears in 1 contract

Samples: Registration Rights Agreement (Cortelco Systems Inc)

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Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC Commission at the time the registration statement Registration Statement in question becomes effective or the amended prospectus filed with the SEC Commission pursuant to SEC Commission Rule 424(b) (the "FINAL PROSPECTUSFinal Prospectus"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus (i) was furnished to the indemnified party and (ii) was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 0000 Xxx1933 Act.

Appears in 1 contract

Samples: Subscription Agreement (Aurora Gold Corp)

Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company SportsLine and Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) promulgated under the Securities Act (the "FINAL PROSPECTUSFinal Prospectus"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 0000 XxxSecurities Act.

Appears in 1 contract

Samples: Merger Agreement (Sportsline Usa Inc)

Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any person indemnified party if a copy of the Final Prospectus was timely furnished to the that indemnified party and was not furnished to the person asserting the expense, loss, liability, claim or damage at or prior to the time such action is required by the 0000 XxxSecurities Act.

Appears in 1 contract

Samples: Investor Rights Agreement (Ardent Acquisition CORP)

Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company BDE and Holders M. Toibb are subject to the condition that, insofar as they relate to any relatx xx xxx Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 0000 XxxSecurities Act.

Appears in 1 contract

Samples: Settlement Agreement (Brilliant Digital Entertainment Inc)

Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of LBI and the Company and Holders holders of Registrable Securities are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any person or entity if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to the person or entity asserting the loss, liabilityclaim, claim damage or damage liability at or prior to the time such action is required by the 0000 Xxx1933 Act.

Appears in 1 contract

Samples: Registration Rights Agreement (Liberte Investors Inc)

Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders the Shareholders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or in the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement agreements shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 0000 XxxSecurities Act.

Appears in 1 contract

Samples: Shareholder Agreement (Neoprobe Corp)

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Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders are the Holder is subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC Commission at the time the registration statement in question becomes effective or in the amended prospectus filed with the SEC Commission pursuant to SEC Rule 424(b) of the Commission (the "FINAL PROSPECTUS"), such indemnity agreement agreements shall not inure to the benefit of any person if a copy of the Final Prospectus was furnished in a timely manner to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 0000 XxxAct.

Appears in 1 contract

Samples: Registration Rights Agreement (Primedia Inc)

Defect Eliminated in Final Prospectus. The foregoing indemnity agreements of the Company and Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC Commission at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC Commission pursuant to SEC Commission Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus (i) was furnished to the indemnified party and (ii) was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 0000 XxxSecurities Act.

Appears in 1 contract

Samples: Investor Rights Agreement (Acacia Research Corp)

Defect Eliminated in Final Prospectus. The foregoing indemnity agreements indemnification obligations of the Company and the Holders pursuant to this Section 2.5 are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question Registration Statement becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUSFinal Prospectus"), such indemnity agreement indemnification obligations shall not inure to the benefit of any person if a copy of the Final Prospectus was timely furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 0000 XxxSecurities Act to the extent such indemnified party was responsible for delivering the preliminary prospectus or the Final Prospectus.

Appears in 1 contract

Samples: Investor Rights Agreement (Environmental Service Professionals, Inc.)

Defect Eliminated in Final Prospectus. The foregoing indemnity agreements \agreements of the Company and Holders are subject to the condition that, insofar as they relate to any Violation made in a preliminary prospectus but eliminated or remedied in the amended prospectus on file with the SEC at the time the registration statement in question becomes effective or the amended prospectus filed with the SEC pursuant to SEC Rule 424(b) (the "FINAL PROSPECTUS"), such indemnity agreement shall not inure to the benefit of any person if a copy of the Final Prospectus was timely furnished to the indemnified party and was not furnished to the person asserting the loss, liability, claim or damage at or prior to the time such action is required by the 0000 XxxSecurities Act.

Appears in 1 contract

Samples: Stock Purchase and Investors Rights Agreement (Picturetel Corp)

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