Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxxxx Xxxxxxxx Entities.
Appears in 3 contracts
Samples: Underwriting Agreement (I Many Inc), Underwriting Agreement (Lantronix), Underwriting Agreement (Omnivision Technologies Inc)
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxxxx Xxxxxxxx Entities.
Appears in 2 contracts
Samples: Underwriting Agreement (Esperion Therapeutics Inc/Mi), Underwriting Agreement (Esperion Therapeutics Inc/Mi)
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and Robexxxxx Xxxpxxxx xxx its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or Robexxxxx Xxxpxxxx xx its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Xxxxxxxxx Xxxxxxxx EntitiesRobexxxxx Xxxpxxxx Xxxities"), 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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxxxx Xxxxxxxx EntitiesRobexxxxx Xxxpxxxx Xxxities.
Appears in 2 contracts
Samples: Underwriting Agreement (Convergent Group Corp), Underwriting Agreement (First Horizon Pharmaceutical Corp)
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxxxx Xxxxxxxx Entities.
Appears in 2 contracts
Samples: Underwriting Agreement (Peco Ii Inc), Underwriting Agreement (Computer Access Technology Corp)
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence willful misconduct of Xxxxxxxxx Xxxxxxxx Entities. The indemnity agreement set forth in this Section 7(j) shall be in addition to any liabilities that the Company may otherwise have.
Appears in 2 contracts
Samples: Underwriting Agreement (Verisity LTD), Underwriting Agreement (TTM Technologies Inc)
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Robertston Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxxxx Xxxxxxxx Entities.
Appears in 1 contract
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence willful misconduct of Xxxxxxxxx Xxxxxxxx Entities. The indemnity agreement set forth in this Section 7(i) shall be in addition to any liabilities that the Company may otherwise have.
Appears in 1 contract
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxxxx Xxxxxxxx Entities.]
Appears in 1 contract
Samples: Underwriting Agreement (Applied Science & Technology Inc)
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants Participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant Participant to pay for and accept delivery of Directed Shares that the participant Participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxxxx Xxxxxxxx Entities.
Appears in 1 contract
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx and Robexxxxx Xxxpxxxx xxx its affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx or Robexxxxx Xxxpxxxx xx its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Xxxxxxxxx Xxxxxxxx EntitiesRobexxxxx Xxxpxxxx Xxxities"), 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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants Participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant Participant to pay for and accept delivery of Directed Shares that the participant Participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxxxx Xxxxxxxx Entities.bad
Appears in 1 contract
Samples: Underwriting Agreement (Integrated Information Systems Inc)
Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless Xxxxxxxxx Xxxxxxxx Robexxxxx Xxxpxxxx xxx Wit Capital and its their affiliates and each person, if any, who controls Xxxxxxxxx Xxxxxxxx Robexxxxx Xxxpxxxx xx Wit Capital or its their affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Xxxxxxxxx Xxxxxxxx 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) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Xxxxxxxxx Xxxxxxxx Underwriter Entities.
Appears in 1 contract