Common use of Indemnification by the Underwriters Clause in Contracts

Indemnification by the Underwriters. Each Underwriter severally agrees to indemnify and hold harmless (i) the Partnership, the directors and each of the officers of the General Partner who signed the Registration Statement, and each person, if any, who controls the 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 subsections (a) and (b) of this Section 7, 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 the Statutory Prospectus, any other preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), 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 the Underwriting Information furnished to the Partnership by such Underwriter through the Representatives expressly for use therein.

Appears in 2 contracts

Samples: Underwriting Agreement (QR Energy, LP), Underwriting Agreement (QR Energy, LP)

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Indemnification by the Underwriters. Each Underwriter severally agrees to indemnify and hold harmless (i) the Partnership, the directors and each of the officers of the General Partner who signed the Registration Statement, and each person, if any, who controls the 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 subsections (a) and (b) of this Section 76, 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 the Statutory any Preliminary Prospectus, any other preliminary prospectus, any Issuer Free Writing Prospectus, the General Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto), 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 the Underwriting Information furnished to the Partnership by such Underwriter through the Representatives expressly for use therein.

Appears in 1 contract

Samples: Underwriting Agreement (QR Energy, LP)

Indemnification by the Underwriters. Each Underwriter agrees, severally agrees and not jointly, to indemnify and hold harmless (i) the Partnership, the directors and of the General Partner, each of the officers of the General Partner who signed the Registration Statement, Statement and each person, if any, who controls the 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 subsections subsection (a) and (b) of this Section 76, 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 the Statutory Prospectus, in any other preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement theretoto any of the foregoing), 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 the Underwriting Information written information furnished to the Partnership by such Underwriter through the Representatives expressly for use therein. The (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 10th, 11th, 12th and 13th paragraphs under such caption (but only insofar as such information concerns the Underwriters).

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Resource Partners, L.P.)

Indemnification by the Underwriters. Each Underwriter agrees, severally agrees and not jointly, to indemnify and hold harmless (i) the PartnershipCompany, the its directors and each of the officers of the General Partner who signed the Registration Statement, and each person, if any, who controls the Partnership Company 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 subsections subsection (a) and (b) of this Section 76, as incurred, but only with respect to such untrue statements or omissions, or alleged untrue statements or omissionsomissions of a material fact, made in the Registration Statement (or any amendment thereto), or the Statutory Prospectus, any other preliminary prospectusGeneral Disclosure Package, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement theretoto any of the foregoing), 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 the Underwriting Information written information furnished to the Partnership 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), 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 information specified in Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (National Oilwell Varco Inc)

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Indemnification by the Underwriters. Each Underwriter agrees, severally agrees and not jointly, to indemnify and hold harmless (i) the PartnershipCompany, the its directors and each of the officers of the General Partner who signed the Registration Statement, and each person, if any, who controls the Partnership Company 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 subsections subsection (a) and (b) of this Section 76, as incurred, but only with respect to such untrue statements or omissions, or alleged untrue statements or omissionsomissions of a material fact, made in the Registration Statement (or any amendment thereto), or the Statutory in any Preliminary Prospectus, any other preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement theretoto any of the foregoing), 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 the Underwriting Information written information furnished to the Partnership 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, any Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement to any of the foregoing), consists exclusively of the information specified in Section 10 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (National Oilwell Varco Inc)

Indemnification by the Underwriters. Each Underwriter agrees, severally agrees and not jointly, to indemnify and hold harmless (i) the Partnership, the directors and of the General Partner, each of the officers of the General Partner who signed the Registration Statement, Statement and each person, if any, who controls the 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 subsections subsection (a) and (b) of this Section 76, 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 the Statutory Prospectus, in any other preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), or any (i) the information regarding the concession and reallowance appearing in any under the caption issuer information—Commissions and Expenses,” (as defined in Rule 433ii) filed or required to be filed pursuant to Rule 433(d)the information regarding stabilization, or in any syndicate covering transactions and penalty bids appearing under the caption road show—Stabilization, Short Positions and Penalty Bids” (but only insofar as defined in such information concerns the Underwriters) and (iii) the information regarding compliance with FINRA Rule 433) that does not constitute an Issuer Free Writing Prospectus in reliance upon and in conformity with 2310 appearing under the Underwriting Information furnished to the Partnership by such Underwriter through the Representatives expressly for use thereincaption “—Relationships/FINRA Rules.

Appears in 1 contract

Samples: Underwriting Agreement (Atlas Resource Partners, L.P.)

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