Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administrator, each of their directors, affiliates, officers, employees, partners and members, and each person, if any, who controls the Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.
Appears in 4 contracts
Sources: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.), Underwriting Agreement (TriplePoint Venture Growth BDC Corp.), Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the ProspectusProspectus regarding stabilization, syndicate covering transactions, penalty bids and discretionary sales appearing in the 15th, 16th and 17th paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 4 contracts
Sources: Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the ProspectusProspectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 3 contracts
Sources: Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdvisers, each of their directors, affiliatestrustees, officers, employees, partners and members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser Fund or the Administrator Advisers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any Rule 430B Information, or in any Preliminary the Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Advisers by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives UBS expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430B Information, or in any Preliminary Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of thereto). The Fund and the foregoing), consists exclusively of the following: Advisers acknowledge that (i) their names and the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under the heading “Underwriting”, (ii) the information regarding price stabilizations list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth(iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, thirteenth syndicate covering transactions and fourteenth paragraphs under the caption “Underwriting” penalty bids in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 3 contracts
Sources: Underwriting Agreement (Rivernorth Opportunities Fund, Inc.), Underwriting Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.), Underwriting Agreement (RiverNorth/DoubleLine Strategic Opportunity Fund, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the paragraph under the caption “Discounts and Commissions” and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the paragraphs under the caption “Stabilization” (but only insofar as such information concerns the Underwriters).
Appears in 3 contracts
Sources: Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc), Underwriting Agreement (Immunomedics Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and membersits officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(i) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representatives expressly for use following information in the Registration Statement Prospectus: the information describing certain terms of the offering in the fourth paragraph, the ninth paragraph on market-making (or any amendment theretothe first two sentences of such paragraph only), or in any Preliminary Prospectus, Rule 482 Material, and the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names twelfth and (ii) the information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.”
Appears in 2 contracts
Sources: Underwriting Agreement (PDC Energy, Inc.), Underwriting Agreement (PDC Energy, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdviser, each of their directors, affiliatestrustees, officers, employees, partners and members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company, Fund or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 any Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives W▇▇▇▇ Fargo expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of thereto). The Fund and the foregoing), consists exclusively of the following: Adviser acknowledge that (i) their names and the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under the heading “Underwriting”: (ii) the information regarding price stabilizations list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth(iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, thirteenth syndicate covering transactions and fourteenth paragraphs under the caption “Underwriting” penalty bids in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 2 contracts
Sources: Underwriting Agreement (Eaton Vance Floating-Rate 2022 Target Term Trust), Underwriting Agreement (Eaton Vance High Income 2021 Target Term Trust)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing under the caption “Underwriting—Discounts and Commissions” and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing under the caption “Underwriting—Stabilization” (but only insofar as such information concerns the Underwriters).
Appears in 2 contracts
Sources: Underwriting Agreement (Northwest Natural Holding Co), Underwriting Agreement (Northwest Natural Holding Co)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser Fund and the AdministratorInvestment Manager, and their respective trustees and directors, each of their directors, affiliates, officers, employees, partners and members, Fund officer who signed the Registration Statement and each person, if any, who controls the Company, the Adviser Fund or the Administrator Investment manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), in any Sales Material or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company Fund or the Investment Manager by such Underwriter through the Representatives expressly for use therein. The Company Fund hereby acknowledges and agrees that the information furnished to the Company Fund or the Investment Manager by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), in any Sales Material or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package preliminary prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the sixth paragraph under such caption, (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the tenth, eleventh, twelfth, thirteenth and fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the eighth paragraph under such caption.
Appears in 2 contracts
Sources: Underwriting Agreement (AllianzGI Convertible & Income Fund), Underwriting Agreement (AllianzGI Convertible & Income Fund II)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administrator, each of their its directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all lossthe Selling Shareholder, liabilityits officers, claimdirectors, damage employees and expense described in each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section 6, as incurred9, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, made omission (A) in the Registration Statement (or any amendment thereto)October 7, 2015 FWP, or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), B) made in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto)Statement, or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the foregoing), consists exclusively following information in the Prospectus furnished on behalf of each Underwriter: the names of the following: (i) their names Underwriters, the concession figure appearing in the first paragraph under the heading “Underwriting Discounts and (ii) Commissions” and the information regarding price stabilizations and short positions appearing stabilizing transactions contained in the eleventhfirst five paragraphs under the heading “Price Stabilization, twelfthShort Positions”, thirteenth and fourteenth paragraphs in each case under the caption “Underwriting” in relating to the Pre-Pricing Prospectus and the ProspectusShares.
Appears in 2 contracts
Sources: Underwriting Agreement (New Business Netherlands N.V.), Underwriting Agreement (New Business Netherlands N.V.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless (i) the CompanyPartnership, the Adviser directors and the Administrator, each of their directors, affiliates, officers, employees, partners and membersthe officers of the General Partner who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and (ii) each Selling Unitholder, each Selling Unitholder’s directors and officers, and each person, if any, who controls such Selling Unitholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection subsections (a) and (b) of this Section 67, as incurred, but only with respect to such untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary the Statutory Prospectus, Rule 482 Materialany other preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoingthereto), or in any “issuer information” (as defined in Rule 433) filed or required to be filed pursuant to Rule 433(d), or in any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus in reliance upon and in conformity with written information the Underwriting Information furnished to the Company Partnership by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.
Appears in 2 contracts
Sources: Underwriting Agreement (QR Energy, LP), Underwriting Agreement (QR Energy, LP)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and membersits officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) or in any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus consists exclusively of the following: (i) their names following information appearing under the sub-caption “Price Stabilization, Short Positions and (ii) the information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs Penalty Bids” under the caption “Underwriting” in the Pre-Pricing Prospectus Prospectus, the General Disclosure Package and the Prospectus.
Appears in 2 contracts
Sources: Underwriting Agreement (Zogenix, Inc.), Underwriting Agreement (Zogenix, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdviser, each of their directors, affiliatestrustees, officersmembers, employees, partners and memberseach of their officers who signed the Registration Statement, and each person, if any, who controls the Company, Fund or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Materialany sales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives [Underwriter] expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Materialsales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of thereto). The Fund and the foregoing), consists exclusively of Adviser acknowledge that the following: statements set forth (i) their names and in the last paragraph of the cover page regarding delivery of the Securities, (ii) under the information regarding price stabilizations heading “Underwriting”, (iii) the list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth, thirteenth (iv) the sentences related to concessions and fourteenth paragraphs under reallowances and (v) the caption “Underwriting” paragraph related to prospectuses in the Pre-Pricing electronic format in any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 2 contracts
Sources: Underwriting Agreement (Calamos Strategic Total Return Fund), Underwriting Agreement (Calamos Global Dynamic Income Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership Parties, the Adviser and the Administratortheir respective directors, each of their directors, affiliates, officers, employees, partners and membersrespective officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Partnership Parties within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection clause (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representatives ▇▇▇▇▇ Fargo Securities expressly for use therein. The Company hereby acknowledges Underwriters severally confirm and agrees the Partnership Parties acknowledge and agree that the information furnished table of the names of, and the number of Firm Units to be purchased by, each of the Company Underwriters, the public offering price and the statements regarding delivery of Common Units by the Underwriters through set forth on the Representatives expressly for use in cover page of, and the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, paragraph relating to price stabilization by the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions Underwriters appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in in, the Pre-Pricing Prospectus most recent preliminary prospectus and the Prospectus constitute the only information concerning the Underwriters furnished in writing to the Partnership by or on behalf of the Underwriters specifically for inclusion in any preliminary prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto.
Appears in 2 contracts
Sources: Underwriting Agreement (Exterran Partners, L.P.), Underwriting Agreement (Exterran Partners, L.P.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdvisers, each of their directors, affiliatestrustees, officers, employees, partners and members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser Fund or the Administrator Advisers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 any Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Advisers by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives ▇▇▇▇▇▇▇ ▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of thereto). The Fund and the foregoing), consists exclusively of the following: Advisers acknowledge that (i) their names and the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under the heading “Underwriting”, (ii) the information regarding price stabilizations list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth(iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, thirteenth syndicate covering transactions and fourteenth paragraphs under the caption “Underwriting” penalty bids in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 2 contracts
Sources: Underwriting Agreement (Eagle Growth & Income Opportunities Fund), Underwriting Agreement (THL Credit Senior Loan Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership, the Adviser and the AdministratorGeneral Partner’s directors, each of their directors, affiliates, officers, employees, partners and members, the General Partner’s officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Materialany Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representatives expressly for use therein. The Company Partnership hereby acknowledges and agrees that the information furnished to the Company Partnership by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Materialany Written Testing-the-Waters Communication, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the first paragraph under the caption “Discounts,” (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the first and second paragraphs under the caption “Stabilization” and (iii) the information regarding the limitation on sales to discretionary accounts appearing in the first paragraph under the caption “Discretionary Accounts.”
Appears in 2 contracts
Sources: Underwriting Agreement (QEP Midstream Partners, LP), Underwriting Agreement (QEP Midstream Partners, LP)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the ProspectusProspectus regarding market-making, stabilization and syndicate covering transactions appearing in the 6th, 7th and 8th paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 2 contracts
Sources: Underwriting Agreement (WPX Energy, Inc.), Underwriting Agreement (WPX Energy, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser Company and the AdministratorGuarantors, their respective officers, directors, employees and agents, including each of their directors, affiliates, officers, employees, partners and membersofficers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser Company or the Administrator any Guarantor within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense equivalent to that described in the indemnity contained in subsection (aa)(1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company or any Guarantor by such Underwriter through the Representatives Representative expressly for use therein. The Company and the Guarantors hereby acknowledges acknowledge and agrees agree that the information furnished to the Company and Guarantors by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting; Conflicts of Interest” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fourth paragraph under such caption, (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the eleventh and twelfth paragraphs under such caption (but only insofar as such information concerns the Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the third sentence of the tenth paragraph under such caption.
Appears in 2 contracts
Sources: Underwriting Agreement (Bonanza Creek Energy, Inc.), Underwriting Agreement (Bonanza Creek Energy, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing)) or in any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the 3rd paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the paragraphs under the subheading “Stabilizations, Short Positions” under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdviser, each of their directors, affiliatestrustees, officersmembers, employees, partners and memberseach of their officers who signed the Registration Statement, and each person, if any, who controls the Company, Fund or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Materialany sales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Underwriter expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Materialsales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the following: Preferred Shares and, under the heading “Underwriting”, (i) the list of Underwriters and their names and respective participation in the sale of the Preferred Shares, (ii) the information regarding price stabilizations sentences related to concessions and short positions appearing reallowances and (iii) the paragraph related to prospectuses in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” electronic format in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Calamos Strategic Total Return Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and membersits officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aa)(i) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representatives expressly for use following information in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, : the General Disclosure Package or the Prospectus (or any amendment or supplement to any information describing certain terms of the foregoing), consists exclusively offering in the fifth paragraph under the caption “Underwriting” (with the exception of the following: (ifirst sentence) their names and (ii) the information regarding price stabilizations and related to short positions appearing and passive market making contained in the eleventhtenth, twelfth, eleventh and thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.”
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Adviser Registration Statement, and the Administratoreach Forward Seller, each of Forward Counterparty and their directors, respective affiliates, directors and officers, employees, partners and members, and each person, if any, who controls the Company, the Adviser a Forward Seller or the Administrator a Forward Counterparty within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section 6, as incurredabove, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto)Statement, or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the foregoing), consists exclusively following information in the Prospectus furnished on behalf of the followingeach Underwriter: (i) their names the name of each Underwriter and its participation in the sale of the Shares, (ii) the information regarding price stabilizations fourth paragraph under the caption “Underwriting – Underwriting Discounts and short positions appearing in Commissions” concerning the eleventhconcession and reallowance figures, twelfth, thirteenth and fourteenth (iii) the tenth and eleventh paragraphs under the caption “UnderwritingUnderwriting – Underwriting Discounts and Commissions” in concerning stabilizing transactions or purchases for the Pre-Pricing Prospectus and purpose of pegging, fixing or maintaining the Prospectusprice of the Common Stock.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each of the Selling Stockholders, and each director, officer, employee and agent of a Selling Stockholder and each person, if any, who controls a Selling Stockholder within the meaning of the 1933 Act and the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the fourteenth, fifteenth and sixteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership Parties, the Adviser and the Administratortheir directors, each of their directors, affiliates, officers, employees, partners and members, officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Partnership Parties within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representatives expressly for use therein. The Company Partnership hereby acknowledges and agrees that the information furnished to the Company Partnership by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the thirteenth, fourteenth and fifteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Blueknight Energy Partners, L.P.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the CompanyIssuers, the Adviser their respective directors, members and the Administratorshareholders, each of their directors, affiliates, officers, employees, partners and membersthe Issuers’ officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator an Issuer within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Materialany sales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Issuer by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives M▇▇▇▇▇ ▇▇▇▇▇▇ expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430A Information, or in such preliminary prospectus, any Preliminary Prospectus, Rule 482 Materialsales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to thereto). The Issuers acknowledge that the statements set forth in any of Preliminary Prospectus and the foregoing), consists exclusively of the following: Prospectus in (i) their names the last paragraph of the cover page regarding delivery of the Securities and under the heading “Underwriting”, (ii) the information regarding price stabilizations list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth(iii) the sentences related to concessions and reallowances and (iv) the paragraph related to stabilization, thirteenth syndicate covering transactions and fourteenth paragraphs under penalty bids constitute the caption “Underwriting” only information furnished in writing by or on behalf of the Pre-Pricing several Underwriters for inclusion in any Preliminary Prospectus and or the Prospectus.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the under such the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the twelfth and thirteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Applied Genetic Technologies Corp)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fifth paragraph under such caption, (ii) the information regarding stabilization and syndicate covering transactions appearing in the ninth and tenth paragraphs under such caption (but only insofar as such information concerns the Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the eighth paragraph under such caption.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the eleventh and twelfth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorInvestment Adviser, each of their directors, affiliates, officers, employees, partners and members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser Fund or the Administrator Investment Adviser within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Fund or the Investment Adviser by such Underwriter through ▇▇▇▇▇ Fargo expressly for use in the Registration Statement (or any Preliminary Prospectus, Rule 482 Materialamendment thereto), the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoingthereto), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges Fund and agrees the Investment Adviser acknowledge that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under the heading “Underwriting”, (ii) the information regarding price stabilizations list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth(iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, thirteenth syndicate covering transactions and fourteenth paragraphs under the caption “Underwriting” penalty bids in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Brookfield Mortgage Opportunity Income Fund Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary the Pre-Pricing Prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Representatives or counsel for the Underwriters expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters directly or through the Representatives or counsel for the Underwriters expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary the Pre-Pricing Prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding market making, stabilization and syndicate covering transactions and appearing in the eleventh and twelfth paragraphs (including the bullets thereunder) under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, an “Underwriter Indemnified Party”), against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, to which such Underwriter Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus:
(i) the information regarding the concession and reallowance appearing in the first paragraph under the caption “Underwriting—Underwriting Discounts and Commissions” therein and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the sixth, seventh and eighth paragraphs under the table set forth in such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the twelfth, thirteenth and fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, an “Underwriter Indemnified Party”), against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, to which such Underwriter Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the names and corresponding share amounts set forth in the table of Underwriters appearing under the caption “Underwriters” therein, (ii) the statements in the third paragraph in such caption concerning the terms of offering by the Underwriters and (iii) the statements in the twelfth paragraph in such caption concerning stabilization and the option to purchase additional shares by the Underwriters.
Appears in 1 contract
Sources: Underwriting Agreement (Spire Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratoreach of its directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fifth paragraph under such caption; and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the tenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and membersits officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the 6th paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the 12th, 13th and 14th paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Biocryst Pharmaceuticals Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administrator, each of their directors, affiliates, officers, employees, partners and members, and each person, if any, who controls the Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the elevenththirteenth, twelfth, thirteenth fourteenth and fourteenth fifteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administrator, each of their directors, affiliates, officers, employees, partners and members, and each person, if any, who controls the Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the elevenththirteenth, twelfthfourteenth, thirteenth fifteenth and fourteenth sixteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Trust and the AdministratorAdvisors, each of their directors, affiliatestrustees, officersmembers, employees, partners and memberseach of their officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser Trust or the Administrator Advisors within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Materialany sales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Trust or the Advisors by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Wachovia expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Materialsales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Trust and the Advisors acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the following: Securities and, under the heading “Underwriting”, (i) the list of Underwriters and their names and respective participation in the sale of the Securities, (ii) the information regarding price stabilizations sentences related to concessions and short positions appearing reallowances and (iii) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (BlackRock International Growth & Income Trust)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership Parties, the Adviser Parent and the AdministratorSelling Unitholder, their respective directors, each of their directors, affiliates, officers, employees, partners and membersrespective officers who signed the Registration Statement, and each person, if any, who controls the CompanyPartnership Parties, the Adviser Parent or the Administrator Selling Unitholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection clause (a) of this Section 67, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representatives ▇▇▇▇▇ Fargo expressly for use therein. The Company hereby acknowledges Underwriters severally confirm and agrees the Partnership Parties, the Parent and the Selling Unitholder acknowledge and agree that the information furnished table of the names of, and the number of Firm Units to be purchased by, each of the Company Underwriters, the public offering price and the statements regarding delivery of Common Units by the Underwriters through set forth on the Representatives expressly for use in cover page of, and the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, paragraph relating to price stabilization by the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions Underwriters appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in in, the Pre-Pricing Prospectus most recent preliminary prospectus and the Prospectus constitute the only information concerning the Underwriters furnished in writing to the Partnership by or on behalf of the Underwriters specifically for inclusion in any preliminary prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary the Pre-Pricing Prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Representatives or counsel for the Underwriters expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters directly or through the Representatives or counsel for the Underwriters expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary the Pre-Pricing Prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding market making, stabilization, syndicate covering transactions and penalty bids appearing in the seventh, eighth and ninth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the under such the caption “Underwriting (Conflicts of Interest)—Stabilization, Short Positions” (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who signed the Adviser Registration Statement, and the AdministratorForward Seller, each of the Forward Counterparty and their directors, respective affiliates, directors and officers, employees, partners and members, and each person, if any, who controls the Company, the Adviser Forward Seller or the Administrator Forward Counterparty within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section 6, as incurredabove, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement (or any amendment thereto)Statement, or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following information in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any furnished on behalf of the foregoing), consists exclusively of the followingeach Underwriter: (i) their names the name of each Underwriter and its participation in the sale of the Shares, (ii) the information regarding price stabilizations fourth paragraph under the caption “Underwriting – Underwriting Discounts and short positions appearing in Commissions” concerning the eleventhconcession and reallowance figures, twelfth, thirteenth and fourteenth (iii) the eleventh and twelfth paragraphs under the caption “UnderwritingUnderwriting – Underwriting Discounts and Commissions” in concerning stabilizing transactions or purchases for the Pre-Pricing Prospectus and purpose of pegging, fixing or maintaining the Prospectusprice of the Common Stock.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administrator, each of their directors, affiliates, officers, employees, partners and members, Company Indemnified Party and each person, if any, who controls the Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Selling Securityholder Indemnified Party against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 7(a) of this Section 6hereof, to which such Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus:
(i) the information regarding the concession and reallowance appearing in the third paragraph under the caption “Underwriting” therein and (ii) the information regarding market making, stabilization, syndicate covering transactions and penalty bids appearing in the second, third and fourth paragraphs under the second table set forth in such caption (but only insofar as such information described in clauses (i) and (ii) above concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Spire Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdviser, each of their directors, affiliatestrustees, officersmembers, employees, partners and memberseach of their officers who signed the Registration Statement, and each person, if any, who controls the Company, Fund or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Materialany sales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Wachovia expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Materialsales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of thereto). The Fund and the foregoing), consists exclusively of Adviser acknowledge that the following: statements set forth (i) their names and in the last paragraph of the cover page regarding delivery of the Securities, (ii) under the information regarding price stabilizations heading "Underwriting", (iii) the list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth, thirteenth (iv) the sentences related to concessions and fourteenth paragraphs under reallowances and (v) the caption “Underwriting” paragraph related to prospectuses in the Pre-Pricing electronic format in any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Calamos Global Dynamic Income Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdviser, each of their directors, affiliatestrustees, officersmembers, employees, partners and memberseach of their officers who signed the Registration Statement, and each person, if any, who controls the Company, Fund or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Materialany sales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Wachovia expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Materialsales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the following: Preferred Shares and, under the heading “Underwriting”, (i) the list of Underwriters and their names and respective participation in the sale of the Preferred Shares, (ii) the information regarding price stabilizations sentences related to concessions and short positions appearing reallowances and (iii) the paragraph related to prospectuses in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” electronic format in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Calamos Global Dynamic Income Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Stockholder, and each director, officer, employee and agent of a Selling Stockholder and each person, if any, who controls a Selling Stockholder within the meaning of the 1933 Act and the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the thirteenth, fourteenth and fifteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, the Adviser and the Administratorits trustees, each of their directorsits officers who signed the Registration Statement, affiliates, officers, employees, partners the Operating Partnership and members, the Manager and each person, if any, who controls the Company, the Adviser or Operating Partnership and the Administrator Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), the Preliminary Prospectus (or in any Preliminary amendment or supplement thereto), any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), the Preliminary Prospectus (or in any Preliminary amendment or supplement thereto), any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoingthereto), consists exclusively of the following: (iwhich information is described in Section 1(a)(1) their names and (ii) the information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectushereof.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdvisers, each of their directors, affiliatestrustees, officersmembers, employees, partners and memberseach of their officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser Fund or the Administrator Advisers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Materialany sales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Advisers by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Wachovia expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Materialsales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Advisers acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the following: Securities and, under the heading "Underwriting", (i) the list of Underwriters and their names and respective participation in the sale of the Securities, (ii) the information regarding price stabilizations sentences related to concessions and short positions appearing reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Eaton Vance Tax-Managed Diversified Equity Income Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership, the Adviser and directors of the AdministratorGeneral Partner, each of their directors, affiliates, officers, employees, partners and members, the officers of the General Partner who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: The
(i) their names the information regarding the concession and reallowance appearing in the 3rd paragraph under such caption and (ii) the information regarding price stabilizations stabilization, syndicate covering transactions and short positions penalty bids appearing in the eleventh10th, twelfth11th, thirteenth 12th and fourteenth 13th paragraphs under such caption (but only insofar as such information concerns the caption “Underwriting” in the Pre-Pricing Prospectus and the ProspectusUnderwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Atlas Resource Partners, L.P.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the thirteenth and fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, an “Underwriter Indemnified Party”) against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, to which such Underwriter Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus:
(i) the information regarding the concession and reallowance appearing in the third paragraph under the caption “Underwriting” therein, (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the third and fourth paragraphs under the table in the subcaption “Underwriting Discounts and Commissions” under such caption (but only insofar as such information concerns the Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the second paragraph under such table.
Appears in 1 contract
Sources: Underwriting Agreement (Spire Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and membersits officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representatives expressly for use following information in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, : the General Disclosure Package or the Prospectus (or any amendment or supplement to any information describing certain terms of the foregoingoffering in the fourth paragraph under the caption “Underwriting (Conflicts of Interest), consists exclusively ” (with the exception of the following: (ifirst sentence) their names and (ii) the information regarding price stabilizations and related to short positions appearing and passive market making contained in the eleventh, twelfth, thirteenth fourteenth and fourteenth fifteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the ProspectusUnderwriting (Conflicts of Interest).”
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all notice loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the fifteenth and sixteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Unitil Corp)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: the
(i) their names the information regarding the concession and reallowance appearing in the paragraph under the caption “Discounts and Commissions” and (ii) the information regarding price stabilizations stabilization, syndicate covering transactions and short positions penalty bids appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “UnderwritingStabilization” in (but only insofar as such information concerns the Pre-Pricing Prospectus and the ProspectusUnderwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fourth paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing under the caption “Underwriting—Price Stabilization, Short Positions and Penalty Bids” (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each officer of their directors, affiliates, officers, employees, partners and members, the Company who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Exchange Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 66(a), as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or Statement, any amendment thereto)preliminary prospectus, or in any Preliminary the Pricing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus any free writing prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter through the Representatives or Underwriters expressly for use therein. The Company hereby acknowledges and agrees that the only information that the Underwriter or Underwriters has furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or Statement, any amendment thereto)preliminary prospectus, or in any Preliminary the Time of Sale Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus any free writing prospectus (or any amendment or supplement to any thereto) are the statements set forth in the fifth paragraph and the first sentence of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs paragraph under the caption “Underwriting” in the Pre-Pricing Preliminary Prospectus and Prospectus (the Prospectus“Underwriter Information”).
Appears in 1 contract
Sources: Underwriting Agreement (Spring Bank Pharmaceuticals, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser Company and the Administratorits directors, each officer of their directors, affiliates, officers, employees, partners and members, the Company who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Act Exchange Act, and the Selling Stockholder against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 9(a) of this and Section 69(b), respectively, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or Statement, any amendment thereto)preliminary prospectus, or in any Preliminary the Time of Sale Prospectus, Rule 482 Materialany free writing prospectus, the General Disclosure Package any Road Show or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information relating to such Underwriter and furnished to the Company in writing by such Underwriter through the Representatives or Underwriters expressly for use therein. The Company and the Selling Stockholder hereby acknowledges and agrees acknowledge that the only information that the Underwriters have furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or Statement, any amendment thereto)preliminary prospectus, or in any Preliminary the Time of Sale Prospectus, Rule 482 Materialany free writing prospectus, the General Disclosure Package any Road Show or the Prospectus (or any amendment or supplement to any of thereto) are the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing statements set forth in the elevenththird, twelfth, thirteenth twelfth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Preliminary Prospectus and Prospectus (the Prospectus“Underwriter Information”).
Appears in 1 contract
Sources: Underwriting Agreement (Pacific Biosciences of California, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdvisers, each of their directors, affiliatestrustees, officersmembers, employees, partners and memberseach of their officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser Fund or the Administrator Advisers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 any Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Advisers by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives ▇▇▇▇▇ Fargo expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Advisers acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding the expected delivery of the following: Securities and, under the heading “Underwriting”, (i) the list of Underwriters and their names and respective participation in the sale of the Securities, (ii) the information regarding price stabilizations sentences related to concessions and short positions appearing reallowances and (iii) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Federated Enhanced Treasury Income Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser its directors and the Administrator, each of their directors, affiliates, officers, employees, partners and members, officers and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Stockholder, its directors and officers and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and reasonably incurred, documented expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to the extent based upon or arising out of any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement (or based upon any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company in writing by such or on behalf of any Underwriter through the Representatives expressly for use thereinin the Offering Disclosure. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the fourteenth and fifteenth paragraphs under such caption.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the ninth paragraph under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Applied Genetic Technologies Corp)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and membersits officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representatives expressly for use following information in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, : the General Disclosure Package or the Prospectus (or any amendment or supplement to any information describing certain terms of the foregoing), consists exclusively offering in the fifth paragraph under the caption “Underwriting” (with the exception of the following: (ifirst sentence) their names and (ii) the information regarding price stabilizations and related to short positions appearing and passive market making contained in the eleventhtenth, twelfth, eleventh and thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.”
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directorsits officers who signed the Registration Statement, affiliates, officers, employees, partners the Selling Shareholder and members, each of its directors and officers and each person, if any, who controls the Company, the Adviser Company or the Administrator Selling Shareholder within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the Selling Shareholder to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section 6, as incurredabove, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are reasonably incurred) that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in reliance upon and in conformity with any information relating to any Underwriter furnished to the Company in writing by such Underwriter expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Issuer Free Writing Prospectus, Rule 482 Material, the General any road show or any Pricing Disclosure Package or (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the Prospectus (or only such information furnished by any amendment or supplement to any Underwriter consists of the foregoing), consists exclusively following information furnished on behalf of the followingeach Underwriter: (i) their names and (ii) the information regarding price stabilizations and short positions appearing contained in the eleventhseventeenth and eighteenth paragraphs, twelfth, thirteenth and fourteenth paragraphs in each case under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Restaurant Brands International Limited Partnership)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: [
(i) the information regarding the concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the twelfth and thirteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters) (such information, collectively, the “Underwriter’ Information”)].
Appears in 1 contract
Sources: Underwriting Agreement (Summit Hotel Properties, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administrator, each of their its directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all lossthe Selling Shareholder, liabilityits officers, claimdirectors, damage employees and expense described in each person, if any, who controls the Selling Shareholder within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, to the same extent as the indemnity contained set forth in subsection paragraph (a) of this Section 6, as incurred9, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statements statement or omissions, omission or alleged untrue statements statement or omissions, omission made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto)Statement, or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the foregoing), consists exclusively following information in the Prospectus furnished on behalf of each Underwriter: the names of the following: (i) their names Underwriters, the concession figure appearing in the third paragraph and (ii) the information regarding price stabilizations and short positions appearing the activities of the Underwriters contained in the eleventhparagraph 9, twelfth, thirteenth and fourteenth paragraphs in each case under the caption “Underwriting” in relating to the Pre-Pricing Prospectus and the ProspectusShares.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits trustees, each of their directors, affiliates, officers, employees, partners and membersits officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 67, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Issuer Free Writing Prospectus, the Preliminary Prospectus, Rule 482 Material, the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company in writing by such any Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter as of the Company by date hereof consists of the Underwriters through the Representatives expressly for use following information in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any furnished on behalf of the foregoing), consists exclusively of the followingeach Underwriter: (i) their names and (ii) the information regarding price stabilizations and short positions appearing in the elevenththird, twelfth, thirteenth eleventh and fourteenth twelfth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.”
Appears in 1 contract
Sources: Underwriting Agreement (Washington Real Estate Investment Trust)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the twelfth, thirteenth and fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the fifthteenth and sixteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Sinclair Broadcast Group Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any Testing-the-Waters Writing, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any Testing-the-Waters Writing, consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the first paragraph under such caption “Discounts and Commissions” and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the first paragraph (other than the last sentence), the second paragraph and the fourth paragraph under the caption “Stabilization” (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser its directors and the Administrator, each of their directors, affiliates, officers, employees, partners and members, officers and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissionsomissions of a material fact, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions appearing specified in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the ProspectusSection 10 hereof.
Appears in 1 contract
Sources: Underwriting Agreement (National Oilwell Varco Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directorsits officers who signed the Registration Statement, affiliates, officers, employees, partners and members, and each person, if any, who controls the Company, Company within the Adviser meaning of Section 15 of the 1933 Act or Section 20 of the Administrator 1934 Act and the Selling Stockholders and each person who controls any Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense of the type described in the indemnity contained in subsection (a) of this Section 6, mutatis mutandis, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary the Statutory Prospectus, Rule 482 Materialany other any preliminary prospectus, the any Issuer Free Writing Prospectus, any General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges therein (and agrees the parties hereto agree that the only information included in the foregoing documents in reliance upon and in conformity with the information furnished or confirmed in writing to the Company by the Underwriters through the Representatives or on behalf of any such Underwriter expressly for use therein is: the names of the Underwriters set forth on the cover page and in the Registration Statement (or any amendment thereto), or in any Preliminary Underwriting Section of the Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names concession and (ii) the information regarding price stabilizations and short positions reallowance figures appearing in the eleventhparagraph in the section "Underwriting", twelfth, thirteenth the information contained in the fourth paragraph in the section "Underwriting" and fourteenth paragraphs the information under the caption “Underwriting” "Stabilization" in the Pre-Pricing Prospectus and the Prospectussection "Underwriting".
Appears in 1 contract
Sources: Underwriting Agreement (Milestone AV Technologies, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the tenth, eleventh and twelfth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act and each Selling Stockholder against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 11(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any the Preliminary Prospectus, Rule 482 Materialany Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any the Preliminary Prospectus, Rule 482 Materialany Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Preliminary Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the [third] paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the [eleventh] paragraph under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, the Adviser its directors, members and the Administratorshareholders, each of their directors, affiliates, officers, employees, partners and membersthe Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including the Rule 430C Information, or in any Preliminary Prospectus, Rule 482 Materialany sales material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including the Rule 430C Information, or in any such Preliminary Prospectus, Rule 482 Materialsales material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of thereto). The Company acknowledges that the foregoing), consists exclusively of statements set forth in the following: Preliminary Prospectus and the Prospectus in (i) their names the last paragraph of the cover page regarding delivery of the Securities and (ii) under the information regarding price stabilizations heading “Underwriting,” (A) the list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth(B) the sentences related to concessions and reallowances and (C) the paragraph related to stabilization, thirteenth syndicate covering transactions and fourteenth paragraphs under penalty bids constitute the caption “Underwriting” only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Pre-Pricing Prospectus and Disclosure Package or the Prospectus.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, the Selling Stockholders, and each person, if any, who controls such Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company and the Selling Stockholders hereby acknowledges acknowledge and agrees agree that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the first and second sentence under the caption “Commissions and Discounts” and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the third and fourth paragraphs under the caption “Stabilization” (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Tabula Rasa HealthCare, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the tenth and eleventh paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the fifteenth and sixteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Sinclair Broadcast Group Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, an “Underwriter Indemnified Party”) against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, to which such Underwriter Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: amendment
(i) their names the information regarding the concession and reallowance appearing in the third paragraph under the caption “Underwriting” therein, (ii) the information regarding price stabilizations stabilization, syndicate covering transactions and short positions penalty bids appearing in the eleventh, twelfth, thirteenth third and fourteenth fourth paragraphs under the caption “Underwriting” table in the Pre-Pricing Prospectus subcaption “Underwriting Discounts and Commissions” under such caption (but only insofar as such information concerns the ProspectusUnderwriters) and (iii) the information regarding market making by the Underwriters appearing in the second paragraph under such table.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Trust and the AdministratorAdviser, each of their directors, affiliatestrustees, officers, employees, partners and members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company, Trust or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 any Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Trust or the Adviser by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives ▇▇▇▇▇ Fargo expressly for use in the Registration Statement (or any amendment thereto), or in of such preliminary prospectus, any Preliminary Prospectus, Rule 482 Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of thereto). The Trust and the foregoing), consists exclusively of the following: Adviser acknowledge that (i) their names and the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under the heading “Underwriting,” (ii) the information regarding price stabilizations list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth(iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, thirteenth syndicate covering transactions and fourteenth paragraphs under the caption “Underwriting” penalty bids in the Pre-Pricing Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in the Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Tekla Healthcare Opportunities Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and membersits officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representatives expressly for use following information in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, : the General Disclosure Package or the Prospectus (or any amendment or supplement to any information describing certain terms of the foregoing), consists exclusively of offering in the following: (i) their names third paragraph under the caption “Underwriting” and (ii) the information regarding price stabilizations related to stabilizing transactions, over-allotment transactions, syndicate covering transactions and short positions appearing penalty bids contained in the elevenththirteenth, twelfth, thirteenth fourteenth and fourteenth fifteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.”
Appears in 1 contract
Sources: Underwriting Agreement (Petroleum Development Corp)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the AdministratorAdviser, their directors, each of their directors, affiliates, officers, employees, partners and members, officers who signed the Registration Statement and each person, if any, who controls the Company, Company or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described to the same extent as in the indemnity contained set forth in subsection (a) of this Section 6, as incurred, but only with respect to any losses, liabilities, claims, damages and expenses that arise out of, or are based upon, any untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the fifth paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the sixteenth and seventeenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Palmer Square Capital BDC Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership Parties, the Adviser Parent and the AdministratorSelling Unitholder, their respective directors, each of their directors, affiliates, officers, employees, partners and membersrespective officers who signed the Registration Statement, and each person, if any, who controls the CompanyPartnership Parties, the Adviser Parent or the Administrator Selling Unitholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection clause (a) of this Section 67, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company Partnership by such Underwriter through the Representatives ▇▇▇▇▇ Fargo expressly for use therein. The Company hereby acknowledges Underwriters severally confirm and agrees the Partnership Parties, the Parent and the Selling Unitholder acknowledge and agree that the information furnished table of the names of, and the number of Firm Units to be purchased by, each of the Company Underwriters, the public offering price and the statements regarding delivery of shares by the Underwriters through set forth on the Representatives expressly for use in cover page of, and the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, paragraph relating to price stabilization by the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the information regarding price stabilizations and short positions Underwriters appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in in, the Pre-Pricing Prospectus most recent preliminary prospectus and the Prospectus constitute the only information concerning the Underwriters furnished in writing to the Partnership by or on behalf of the Underwriters specifically for inclusion in any preliminary prospectus, the Registration Statement, the Prospectus, any Issuer Free Writing Prospectus or in any amendment or supplement thereto.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing under the caption “Underwriting-Discounts and Commissions” and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing under the caption “Underwriting-Stabilization” (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdviser, each of their directors, affiliatestrustees, officersmembers, employees, partners and memberseach of their officers who signed the Registration Statement, and each person, if any, who controls the Company, Fund or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 Materialany sales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Wachovia expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Materialsales material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth [in the last paragraph of the foregoing), consists exclusively cover page regarding delivery of the following: Securities and, under the heading "Underwriting", (i) the list of Underwriters and their names and respective participation in the sale of the Securities, (ii) the information regarding price stabilizations sentences related to concessions and short positions appearing reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids] in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Alpine Total Dynamic Dividend Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratoreach of its directors, each of their directors, affiliates, officers, employees, partners and membersits officers who sign the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect reference to untrue statements written information relating to such Underwriter furnished to the Company by or omissions, or alleged untrue statements or omissions, made on behalf of such Underwriter through the Representative specifically for inclusion in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 MaterialIssuer Free Writing Prospectus, the General Disclosure Package Package, the Prospectus or the Prospectus Company’s Road Show presentation (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 MaterialIssuer Free Writing Prospectus, the General Disclosure Package Package, the Prospectus or the Prospectus Company’s Road Show presentation (or any amendment or supplement to any of the foregoing), consists exclusively of the followingfollowing information in the Prospectus: (i) their names and (ii) the information regarding price stabilizations and short positions concession figure appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs second paragraph under the caption “Underwriting,” (ii) paragraphs one and two under the caption “Price Stabilization and Short Positions; Repurchase of Common Stock,” (iii) the second, third and fourth sentence in the Pre-Pricing Prospectus first paragraph under “Electronic Offer, Sale and the ProspectusDistribution.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the twelfth, thirteenth and fourteenth paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary the Pre-Pricing Prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter directly or through the Representatives or counsel for the Underwriters expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters directly or through the Representatives or counsel for the Underwriters expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary the Pre-Pricing Prospectus, Rule 482 Material, the General Disclosure Package any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the third paragraph under such caption and (ii) the information regarding market making, stabilization and syndicate covering transactions and appearing in the tenth and eleventh paragraphs (including the bullets thereunder) under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or in any Testing-the-Waters Writing, in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), or in any “road show” (as defined in Rule 433) that does not constitute an Issuer Free Writing Prospectus, or in any Testing-the-Waters Writing, consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the first paragraph under the caption “Discounts and Commissions”, (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the first paragraph (other than the last sentence), the second paragraph and the fourth paragraph (but only insofar as such information concerns the Underwriters) under the caption “Stabilization” and (iii) the information regarding the limitation on sales to discretionary accounts appearing in the single paragraph under the caption “Discretionary Accounts”.
Appears in 1 contract
Sources: Underwriting Agreement (Tracon Pharmaceuticals, Inc.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the first and third sentences of the fourth paragraph appearing under the caption “Underwriting (Conflicts of Interest)”; and (ii) the second sentence of the first paragraph, the first, fourth and fifth sentences of the second paragraph and the third sentence of the third paragraph appearing under the caption “Underwriting (Conflicts of Interest) – Price Stabilization, Short Positions”.
Appears in 1 contract
Sources: Underwriting Agreement (Idacorp Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and membersits officers who signed the Registration Statement, and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) (1) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), ) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges , it being understood and agrees agreed that the only such information furnished to by any Underwriter consists of the Company by the Underwriters through the Representatives expressly for use following information in the Registration Statement (or any amendment thereto), or Prospectus: the information describing certain terms of the offering in any Preliminary Prospectus, Rule 482 Materialthe fifth paragraph under the caption “Underwriting” and the information related to stabilizing transactions, the General Disclosure Package or the Prospectus (or any amendment or supplement underwriters’ option to any of the foregoing)purchase additional shares, consists exclusively of the following: (i) their names syndicate covering transactions and (ii) the information regarding price stabilizations and short positions appearing penalty bids contained in the elevenththirteenth, twelfth, thirteenth fourteenth and fourteenth sixteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus.”
Appears in 1 contract
Sources: Underwriting Agreement (Petroleum Development Corp)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdviser, each of their directors, affiliatestrustees, officers, employees, partners and members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company, Fund or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 any Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives UBS expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of thereto). The Fund and the foregoing), consists exclusively of the following: Adviser acknowledge that (i) their names and the statements set forth in the last paragraph of the cover page regarding the expected delivery of the Securities and, under the heading “Underwriting”, (ii) the information regarding price stabilizations list of Underwriters and short positions appearing their respective participation in the eleventhsale of the Securities, twelfth(iii) the sentences related to concessions and reallowances and (iv) the paragraphs related to stabilization, thirteenth syndicate covering transactions and fourteenth paragraphs under the caption “Underwriting” penalty bids in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (DoubleLine Income Solutions Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act (each, an “Underwriter Indemnified Party”), against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, to which such Underwriter Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the first paragraph under the caption “Underwriting—Underwriting Discounts and Commissions” therein and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the sixth, seventh and eighth paragraphs under the table set forth in such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdviser, each of their directors, affiliatesmembers, officers, employees, partners and memberseach of their officers who signed the Registration Statement, and each person, if any, who controls the Company, Fund or the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 any Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Adviser by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives ▇▇▇▇▇ Fargo expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Adviser acknowledge that the statements set forth in the sentence on the cover page regarding the expected date of delivery of the foregoing)Securities and, consists exclusively of under the followingheading “Underwriting”: (i) the list of Underwriters and their names and respective participation in the sale of the Securities, (ii) the information regarding price stabilizations sentences related to concessions and short positions appearing reallowances and (iii) the paragraph related to stabilization, syndicate covering transactions and penalty bids in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (Tortoise Power & Energy Infrastructure Fund Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administrator, each of their directors, affiliates, officers, employees, partners and members, and each person, if any, who controls the Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their the names of the Underwriters and the principal business address of the Representatives and (ii) the information regarding price stabilizations and short positions appearing in the eleventh“Pricing Stabilization, twelfth, thirteenth and fourteenth paragraphs Short Positions” section under the caption “UnderwritingUnderwriting (Conflicts of Interest)” in the Pre-Pricing Prospectus and the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (TriplePoint Venture Growth BDC Corp.)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administrator, each of their directors, affiliates, officers, employees, partners and members, Company Indemnified Party and each person, if any, who controls the Company, the Adviser or the Administrator within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act Selling Securityholder Indemnified Party against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 7(a) of this Section 6hereof, to which such Indemnified Party may become subject, under the 1933 Act, the 1934 Act, other federal or state statutory law or regulation or otherwise, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus:
(i) the information regarding the concession and reallowance appearing in the third paragraph under the caption “Underwriting” therein and (ii) the information regarding market making, stabilization, syndicate covering transactions and penalty bids appearing in the second, third and fourth paragraphs under the second table set forth in such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Sources: Underwriting Agreement (Spire Inc)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless each of the Company, the Adviser Fund and the AdministratorAdvisers, each of their directors, affiliatestrustees, officers, employees, partners and members, each of their officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser Fund or the Administrator Advisers within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectuspreliminary prospectus, Rule 482 any Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), thereto) in reliance upon and in conformity with written information furnished to the Company Fund or the Advisers by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives ▇▇▇▇▇ Fargo expressly for use in the Registration Statement (or any amendment thereto)) or such preliminary prospectus, or in any Preliminary Prospectus, Rule 482 Sales Material, the General Disclosure Package Preliminary Prospectus or the Prospectus (or any amendment or supplement to any thereto). The Fund and the Advisers acknowledge that the statements set forth in the last paragraph of the foregoing), consists exclusively cover page regarding the expected delivery of the following: Securities and, under the heading "Underwriting", (i) the list of Underwriters and their names and respective participation in the sale of the Securities, (ii) the information regarding price stabilizations sentences related to concessions and short positions appearing reallowances and (iii) the paragraphs related to stabilization, syndicate covering transactions and penalty bids in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing any Preliminary Prospectus and the Prospectus constitute the only information furnished in writing by or on behalf of the several Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.
Appears in 1 contract
Sources: Underwriting Agreement (First Trust High Income Long/Short Fund)
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the 6th paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the 14th, 15th and 17th paragraphs under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Securities Act or Section 20 of the 1934 Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 9(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any the Preliminary Prospectus, Rule 482 Materialany Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any the Preliminary Prospectus, Rule 482 Materialany Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: (i) their names and (ii) the following information regarding price stabilizations and short positions appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting” in the Pre-Pricing Preliminary Prospectus and the Prospectus: (i) the information regarding the concession and reallowance appearing in the [·] paragraph under such caption and (ii) the information regarding stabilization, syndicate covering transactions and penalty bids appearing in the [·] paragraph under such caption (but only insofar as such information concerns the Underwriters).
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, the Adviser and the Administratorits directors, each of their directors, affiliates, officers, employees, partners and members, its officers who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (aSection 6(a) of this Section 6hereof, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives Representative expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: or
(i) their names the information regarding the concession and reallowance appearing in the third paragraph under the caption “Underwriting” therein, (ii) the information regarding price stabilizations stabilization, syndicate covering transactions and short positions penalty bids appearing in the eleventh, twelfth, thirteenth eighth and fourteenth ninth paragraphs under such caption (but only insofar as such information concerns the caption “Underwriting” Underwriters) and (iii) the information regarding market making by the Underwriters appearing in the Pre-Pricing Prospectus and the Prospectusseventh paragraph under such caption.
Appears in 1 contract
Indemnification by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the CompanyPartnership, the Adviser and directors of the AdministratorGeneral Partner, each of their directors, affiliates, officers, employees, partners and members, the officers of the General Partner who signed the Registration Statement and each person, if any, who controls the Company, the Adviser or the Administrator Partnership within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 6, as incurred, but only with respect to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), or in any Preliminary preliminary prospectus, any Issuer Free Writing Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), in reliance upon and in conformity with written information furnished to the Company by such Underwriter through the Representatives expressly for use therein. The Company hereby acknowledges and agrees that the information furnished to the Company by the Underwriters through the Representatives expressly for use in the Registration Statement (or any amendment thereto), or in any Preliminary Prospectus, Rule 482 Material, the General Disclosure Package or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the following: any
(i) their names the information regarding the concession and reallowance appearing in under the caption “—Commissions and Expenses,” (ii) the information regarding price stabilizations stabilization, syndicate covering transactions and short positions penalty bids appearing in the eleventh, twelfth, thirteenth and fourteenth paragraphs under the caption “Underwriting—Stabilization, Short Positions and Penalty Bids” in (but only insofar as such information concerns the Pre-Pricing Prospectus Underwriters) and (iii) the Prospectusinformation regarding compliance with FINRA Rule 2310 appearing under the caption “—Relationships/FINRA Rules.”
Appears in 1 contract
Sources: Underwriting Agreement (Atlas Resource Partners, L.P.)