Common use of Indemnification for Directed Share Program Clause in Contracts

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. and each person, if any, who controls Xxxxx Xxxxxxx & Co. within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (a) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus or the Time of Sale Disclosure Package, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, any applicable preliminary prospectus or the Time of Sale Disclosure Package, not misleading; (b) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (c) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (c) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Entities.

Appears in 2 contracts

Samples: Underwriting Agreement (Crocs, Inc.), Underwriting Agreement (Crocs, Inc.)

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Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Txxxxx Wxxxxx Partners LLC and each person, if any, who controls Xxxxx Xxxxxxx & Co. Txxxxx Wxxxxx Partners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx “Txxxxx Wxxxxx Partners Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Txxxxx Wxxxxx Partners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Scopus Video Networks Ltd.)

Indemnification for Directed Share Program. The Company agrees ------------------------------------------ to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners and each person, if any, who controls Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities.]

Appears in 1 contract

Samples: Underwriting Agreement (Z Tel Technologies Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners LLC and each person, if any, who controls Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx “Xxxxxx Xxxxxx Partners Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Xenogen Corp)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners, its directors, officers and each person, if any, who controls Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx “Xxxxxx Xxxxxx Partners Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) insofar as such losses, claims, damages and liabilities (aor actions in respect thereof) caused by arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Corcept Therapeutics Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxx Xxxxxxx & Co. Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxxx Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper any material prepared by or with the consent of the Company for distribution in foreign jurisdictions to participants in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus or the Time of Sale Disclosure PackageProgram, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, any applicable preliminary prospectus or the Time of Sale Disclosure Package, statements therein not misleading; (bii) caused by related to, arising out of, or in connection with the failure of any Participant participant to pay for and accept delivery of Directed Shares that the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement participant has agreed to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program; provided, provided thathowever, that the Company and Phoenix shall not be liable for any loss, claim, damage, liability or expense under this Section 7(j) to the extent that a court of competent jurisdiction shall have determined by a final judgment that such loss, claim, damage, liability or expense resulted directly from any acts or failures to act undertaken or omitted to be taken by such Underwriter through its bad faith or willful misconduct; and provided, further, that with respect to any preliminary prospectus, the foregoing indemnity agreement shall not inure to the benefit of any Underwriter from whom the person asserting any loss, claim, damage, liability or expense purchased Shares, or any person controlling such Underwriter, if copies of the Prospectus were timely delivered to the Underwriter pursuant to Section 2 and a copy of the Prospectus (as then amended or supplemented if the Company shall have furnished any amendments or supplements thereto) was not be responsible under this subparagraph sent or given by or on behalf of such Underwriter to such person, if required by law so to have been delivered, and if the Prospectus (cas so amended or supplemented) for any losseswould have cured the defect giving rise to such loss, claim, damages damage, liability or expense. The indemnity agreement set forth in this Section 7(j) shall be in addition to any liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx EntitiesCompany may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Insilicon Corp)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Thomas Weisel Partners LLC and each person, if any, who controls Xxxxx Xxxxxxx & Co. Thomax Xxxxex Xxxxners LLC within the meaning of either Section 15 of the Securities xxx Xxcxxxxxxs Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx EntitiesTHOMAS WEISEL PARTNERS ENTITIES"), from and against any and all losses, claimsxxxxmx, damages xxxages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus Prospectus or the Time of Sale Disclosure PackagePreliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the ProspectusDisclosure Package, any applicable preliminary prospectus the Prospectus or the Time of Sale Disclosure PackagePreliminary Prospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Thomas Weisel Partners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Vocus, Inc.)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners and each person, if any, who controls Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Impac Medical Systems Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Thomxx Xxxsxx Xxxtners and each person, if any, who controls Xxxxx Xxxxxxx & Co. Thomxx Xxxsxx Xxxtners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx Thomxx Xxxsxx Xxxtners Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Thomxx Xxxsxx Xxxtners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Vitaminshoppe Com Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Thomxx Xxxsxx Xxxtners and each person, if any, who controls Xxxxx Xxxxxxx & Co. Thomxx Xxxsxx Xxxtners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx EntitiesTHOMXX XXXSXX XXXTNERS ENTITIES"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Thomxx Xxxsxx Xxxtners Entities.]

Appears in 1 contract

Samples: Underwriting Agreement (Versata Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners and each person, if any, who controls Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx EntitiesXXXXXX XXXXXX PARTNERS ENTITIES"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities. Xxxxxx Xxxxxx Partners hereby agrees in connection with any losses, claims, damages or liabilities for which indemnification is sought pursuant to Section 8.6(ii) or (iii) above, that it shall act in good faith and in a reasonable commercial manner to mitigate any such losses, claims, damages and liabilities.

Appears in 1 contract

Samples: Underwriting Agreement (Harvard Bioscience Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxxxx Xxxxxxxx, Bear Xxxxxxx & Co. and their respective affiliates and each person, if any, who controls Xxxxx Xxxxxxxxx Xxxxxxxx, Bear Xxxxxxx & Co. or their respective affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx Indemnified Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper any material prepared by or with the consent of the Company for distribution in foreign jurisdictions to participants in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus or the Time of Sale Disclosure PackageProgram, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, any applicable preliminary prospectus or the Time of Sale Disclosure Package, statements therein not misleading; (bii) caused by the failure of any Participant participant to pay for and accept delivery of Directed Shares that the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement participant has agreed to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (c) for any Program other than losses, claimclaims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Indemnified Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Opus360 Corp)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Thomxx Xxxsxx Xxxtners LLC and each person, if any, who controls Xxxxx Xxxxxxx & Co. Thomxx Xxxsxx Xxxtners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx EntitiesTHOMXX XXXSXX XXXTNERS ENTITIES"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Thomxx Xxxsxx Xxxtners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Exactis Com Inc)

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Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners and each person, if any, who controls Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx EntitiesXXXXXX XXXXXX PARTNERS ENTITIES"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided PROVIDED that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities.]

Appears in 1 contract

Samples: Underwriting Agreement (Cruel World Inc)

Indemnification for Directed Share Program. The Company agrees to ------------------------------------------ indemnify and hold harmless Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners and each person, if any, who controls Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (b) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; misleading or (cii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith faith, willful misconduct or gross negligence of Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Rainmaker Systems Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Robexxxxx Xxxpxxxx xxx Banc of America Securities LLC and their affiliates and each person, if any, who controls Xxxxx Xxxxxxx & Co. Robexxxxx Xxxpxxxx xx Bank of America Securities LLC or their affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx Underwriter Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper any material prepared by or with the consent of the Company for distribution in foreign jurisdictions to participants in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus or the Time of Sale Disclosure PackageProgram, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, any applicable preliminary prospectus or the Time of Sale Disclosure Package, statements therein not misleading; (bii) caused by the failure of any Participant participant to pay for and accept delivery of Directed Shares that the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement participant has agreed to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (c) for any Program other than losses, claimclaims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Underwriter Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Webridge Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Txxxxx Wxxxxx Partners LLC and each person, if any, who controls Xxxxx Xxxxxxx & Co. Txxxxx Wxxxxx Partners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx “Txxxxx Wxxxxx Partners Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the Disclosure Package or prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus Prospectus or the Time of Sale Disclosure PackagePreliminary Prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the ProspectusDisclosure Package, any applicable preliminary prospectus the Prospectus or the Time of Sale Disclosure PackagePreliminary Prospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Txxxxx Wxxxxx Partners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Vocus, Inc.)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. FleetBoston Xxxxxxxxx Xxxxxxxx Inc. and its affiliates and each person, if any, who controls Xxxxx Xxxxxxx & Co. FleetBoston Xxxxxxxxx Xxxxxxxx Inc. or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx FleetBoston Xxxxxxxxx Xxxxxxxx Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper any material prepared by or with the consent of the Company for distribution in foreign jurisdictions to participants in connection with the Directed Share Program attached to the Prospectus, any preliminary prospectus or the Time of Sale Disclosure PackageProgram, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, any applicable preliminary prospectus or the Time of Sale Disclosure Package, statements therein not misleading; (bii) caused by the failure of any Participant participant to pay for and accept delivery of Directed Shares that the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement participant has agreed to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (c) for any Program other than losses, claimclaims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from form the bad faith or gross negligence of Xxxxx Xxxxxxx FleetBoston Xxxxxxxxx Xxxxxxxx Entities.. In case any proceeding (including any governmental investigation) shall be instituted involving any FleetBoston Xxxxxxxxx Xxxxxxxx Entity in respect of which indemnity may be sought pursuant to Section 7(k), the FleetBoston Xxxxxxxxx Xxxxxxxx Entity seeking indemnity shall promptly notify the Company in writing and the Company, upon request of the Xxxxxxxxx Xxxxxxxx Entity, shall retain counsel reasonably satisfactory to the FleetBoston Xxxxxxxxx Xxxxxxxx Entity to represent the FleetBoston Xxxxxxxxx Xxxxxxxx Entity and any other the Company may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such proceeding. In any such proceeding, any FleetBoston Xxxxxxxxx Xxxxxxxx Entity shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such FleetBoston Xxxxxxxxx Xxxxxxxx Entity unless (i) the Company shall have agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any impleaded parties) include both the Company and the FleetBoston Xxxxxxxxx Xxxxxxxx Entity and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. The Company shall not, in respect of the legal expenses of the FleetBoston Xxxxxxxxx Xxxxxxxx Entities in connection with any proceeding or related proceedings the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all FleetBoston Xxxxxxxxx Xxxxxxxx Entities. Any such firm for the FleetBoston Xxxxxxxxx Xxxxxxxx Entities shall be designated in writing by FleetBoston Xxxxxxxxx Xxxxxxxx. The Company shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a final judgment for the plaintiff, the Company agrees to indemnify the FleetBoston Xxxxxxxxx Xxxxxxxx Entities from and against any loss or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time a FleetBoston Xxxxxxxxx Xxxxxxxx Entity shall have requested the Company to reimburse it for fees and expenses of counsel as contemplated by the second and third sentences of this paragraph, the Company agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by the Company of the aforesaid request and (ii) the Company shall not have reimbursed the FleetBoston Xxxxxxxxx Xxxxxxxx Entity in accordance with such request prior to the date of such settlement. The Company shall not, without the prior written consent of FleetBoston Xxxxxxxxx Xxxxxxxx, effect any settlement of any pending or threatened proceeding in respect of which any FleetBoston Xxxxxxxxx Xxxxxxxx Entity is or could have been a party and indemnity could have been sought hereunder by such FleetBoston Xxxxxxxxx Xxxxxxxx Entity, unless such

Appears in 1 contract

Samples: Underwriting Agreement (Loudeye Technologies Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners LLC and each person, if any, who controls Xxxxx Xxxxxxx & Co. Xxxxxx Xxxxxx Partners LLC within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; , (bii) caused by the failure of any Participant to pay for and accept delivery of the shares whichthat, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; purchase or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph clause (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Xxxxxx Xxxxxx Partners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Innovative Drug Delivery Systems Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxx Xxxxxxx & Co. Thomxx Xxxsxx Xxxtners and each person, if any, who controls Xxxxx Xxxxxxx & Co. Thomxx Xxxsxx Xxxtners within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act (the "Xxxxx Xxxxxxx EntitiesTHOMXX XXXSXX XXXTNERS ENTITIES"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (ai) caused by any untrue statement or alleged untrue statement of a material fact contained in the prospectus wrapper material prepared by or with the consent of the Company for distribution in foreign jurisdictions in connection with the Directed Share Program attached to the Prospectus, Prospectus or any preliminary prospectus or the Time of Sale Disclosure Packageprospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement therein, when considered in conjunction with the Prospectus, Prospectus or any applicable preliminary prospectus or the Time of Sale Disclosure Packageprospectus, not misleading; (bii) caused by the failure of any Participant to pay for and accept delivery of the shares which, immediately following the effectiveness of the Registration Statement, were subject to a properly confirmed agreement to purchase; or (ciii) related to, arising out of, or in connection with the Directed Share Program, provided that, the Company shall not be responsible under this subparagraph (ciii) for any losses, claim, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxx Xxxxxxx Thomxx Xxxsxx Xxxtners Entities.

Appears in 1 contract

Samples: Underwriting Agreement (Cysive Inc)

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