Indemnification of Company, Directors and Officers and Selling Shareholders. The Underwriter agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 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, 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 information deemed to be a part thereof pursuant to Rule 430B, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with the Underwriter Information.
Appears in 3 contracts
Samples: Underwriting Agreement (JELD-WEN Holding, Inc.), Underwriting Agreement (JELD-WEN Holding, Inc.), Underwriting Agreement (JELD-WEN Holding, Inc.)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder Shareholders 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, 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 information deemed to be a part thereof pursuant to the Rule 430B430A Information, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with the Underwriter Information.
Appears in 2 contracts
Samples: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 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 (a) of this Section, 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 information deemed to be a part thereof pursuant to the Rule 430B430A Information, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).
Appears in 2 contracts
Samples: Purchase Agreement (Pantry Inc), Purchase Agreement (Pantry Inc)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 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, 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 information deemed to be a part thereof pursuant to the Rule 430B430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Merrxxx Xxxcx xxxressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto).
Appears in 2 contracts
Samples: Purchase Agreement (Precise Software Solutions LTD), Purchase Agreement (Lets Talk Cellular & Wireless Inc)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 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 (a) of this Section, 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 information deemed to be a part thereof pursuant to the Rule 430B, 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Mxxxxxx Lxxxx expressly for use therein.
Appears in 2 contracts
Samples: Purchase Agreement (TomoTherapy Inc), Purchase Agreement (TomoTherapy Inc)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 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 expense, whatsoever, as incurred, described in the indemnity contained in subsection (aa)(1) of this Section, 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 information deemed to be a part thereof pursuant to the Rule 430B, 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx and Xxxxxx Brothers expressly for use therein.
Appears in 2 contracts
Samples: Purchase Agreement (Iconix Brand Group, Inc.), Purchase Agreement (Iconix Brand Group, Inc.)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person who controls the Company within the meaning of Section Section 15 of the 1933 Act or Section Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section Section 15 of the 1933 Act or Section Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a(a) of this Section, 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 information deemed to be a part thereof pursuant to the Rule 430B430A Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with the Underwriter Information.
Appears in 2 contracts
Samples: Underwriting Agreement (CLARIVATE PLC), Underwriting Agreement (Clarivate Analytics PLC)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any such Selling Shareholder 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 SectionSection 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 information deemed to be a part thereof pursuant to the Rule 430B, 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by or on behalf of such Underwriter Informationthrough the KBW expressly for use therein.
Appears in 1 contract
Samples: Underwriting Agreement (American Safety Insurance Holdings LTD)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 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, 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 information deemed to be a part thereof pursuant to the Rule 430B, 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use therein.
Appears in 1 contract
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 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, 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 information deemed to be a part thereof pursuant to the Rule 430B430A Information, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package any “issuer information” filed pursuant to Rule 433(d), any “road show” (as defined in Rule 433) not constituting an Issuer Free Writing Prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with the Underwriter Information.
Appears in 1 contract
Samples: Purchase Agreement (Ameresco, Inc.)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any such Selling Shareholder 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 SectionSection 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 430B Information, the Pre-Pricing Prospectus or any information deemed to be a part thereof pursuant to Rule 430B, any other preliminary prospectus, or any Issuer Issuer-Represented Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representative(s) expressly for use therein.
Appears in 1 contract
Samples: Purchase Agreement (Cobiz Inc)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Underwriter Each Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 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, 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 information deemed to be a part thereof pursuant to the Rule 430B430A Information, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with the Underwriter Information.
Appears in 1 contract
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder 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, 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 information deemed to be a part thereof pursuant to the Rule 430B430A Information, the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with the Underwriter Information.
Appears in 1 contract
Samples: Underwriting Agreement (Coty Inc /)
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and each the Selling Shareholder Shareholders and each person, if any, who controls any the Selling Shareholder Shareholders 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, 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 information deemed to be a part thereof pursuant to the Rule 430B, 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough the Representatives expressly for use therein.
Appears in 1 contract
Indemnification of Company, Directors and Officers and Selling Shareholders. The Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each person person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Exchange Act, and each Selling Shareholder and each person, if any, who controls any Selling Shareholder within the meaning of Section 15 of the 1933 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 (aa)(1) of this Section, 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 information deemed to be a part thereof pursuant to the Rule 430B, 430A Information or any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Marketing Materials in reliance upon and in conformity with written information furnished to the Company by such Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use therein.
Appears in 1 contract
Samples: Purchase Agreement (Kbw, Inc.)