Indemnification of Company, Directors and Officers and Selling Stockholder. 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, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Stockholder and each person, if any, who controls the Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsections (a) and (b) 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), any preliminary prospectus, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Lxxxxx Brothers or Mxxxxxx Lxxxx expressly for use in the Registration Statement (or any amendment thereto), or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto), which information consists solely of the information specified in Section 6(e) hereof. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company or the Selling Stockholder or any officer, employee or controlling person of the Company or the Selling Stockholder.
Appears in 2 contracts
Samples: Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc)
Indemnification of Company, Directors and Officers and Selling Stockholder. Each The Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each 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 the Selling Stockholder and each person, if any, who controls the Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsections (a) and (b) 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), or any preliminary prospectus, Prospectus Supplement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through Lxxxxx Brothers or Mxxxxxx Lxxxx expressly for use in the Registration Statement (or any amendment thereto), ) or such preliminary prospectus Prospectus Supplement or the Prospectus (or any amendment or supplement thereto), which information consists solely of the information specified in Section 6(e) hereof. The foregoing indemnity agreement is in addition to any liability which any the Underwriter may otherwise have to the Company or the Selling Stockholder or any officer, employee or controlling person of the Company or the Selling Stockholder.
Appears in 2 contracts
Samples: Underwriting Agreement (Memc Electronic Materials Inc), Underwriting Agreement (Memc Electronic Materials Inc)
Indemnification of Company, Directors and Officers and Selling Stockholder. 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, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Stockholder and each person, if any, who controls the Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsections (a) and (b) 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), any preliminary prospectus, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Lxxxxx Lehman Brothers or Mxxxxxx Lxxxx Merrill Lynch expressly for use in the Registration Statement Xxxxxment (or any amendment theretoxxxxxxxnx xxxreto), or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto), which information consists solely of the information specified in Section 6(e) hereof. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company or the Selling Stockholder or any officer, employee or controlling person of the Company or the Selling Stockholder.
Appears in 1 contract
Samples: Underwriting Agreement (Memc Electronic Materials Inc)
Indemnification of Company, Directors and Officers and Selling Stockholder. Each The Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, and each 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 the Selling Stockholder and each person, if any, who controls the Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsections subsection (a) and (b) 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 the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus, prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such the Underwriter through Lxxxxx Brothers or Mxxxxxx Lxxxx expressly for use in the Registration Statement (or any amendment thereto), ) or such preliminary prospectus or the Prospectus (or any amendment or supplement thereto), which information consists solely of the information specified in Section 6(e) hereof. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company or and the Selling Stockholder acknowledge that, under the heading "Underwriting", (i) the sentences related to concessions and reallowances and (ii) the paragraphs related to stabilization and syndicate covering transactions in any preliminary prospectus and the Prospectus constitute the only information furnished in writing by or any officer, employee or controlling person on behalf of the Company Underwriter for inclusion in any preliminary prospectus or the Selling StockholderProspectus.
Appears in 1 contract
Samples: Purchase Agreement (Arch Coal Inc)
Indemnification of Company, Directors and Officers and Selling Stockholder. 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, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Stockholder and each person, if any, who controls the Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsections (a) and (b) 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), or any preliminary prospectus, Prospectus Supplement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Lxxxxx Lehman Brothers or Mxxxxxx Lxxxx Merrill Lynch expressly for use in the Registration Statement Xxxxxment (or any amendment thereto), xxxxxxxnx xxxreto) or such preliminary prospectus prospectus, Prospectus Supplement or the Prospectus (or any amendment or supplement thereto), which information consists solely of the information specified in Section 6(e) hereof. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company or the Selling Stockholder or any officer, employee or controlling person of the Company or the Selling Stockholder.
Appears in 1 contract
Samples: Underwriting Agreement (Memc Electronic Materials Inc)
Indemnification of Company, Directors and Officers and Selling Stockholder. 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, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, and the Selling Stockholder and each person, if any, who controls the Selling Stockholder within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsections (a) and (b) 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), or any preliminary prospectus, Prospectus Supplement or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by such Underwriter through Lxxxxx Lehman Brothers or Mxxxxxx Lxxxx Merrill Lynch expressly for use in the Registration Statement Sxxxxxxnt (or any amendment thereto), amxxxxxxx xxxxxto) or such preliminary prospectus prospectus, Prospectus Supplement or the Prospectus (or any amendment or supplement thereto), which information consists solely of the information specified in Section 6(e) hereof. The foregoing indemnity agreement is in addition to any liability which any Underwriter may otherwise have to the Company or the Selling Stockholder or any officer, employee or controlling person of the Company or the Selling Stockholder.
Appears in 1 contract
Samples: Underwriting Agreement (Memc Electronic Materials Inc)