Common use of Indemnification of Company, Directors and Officers and Selling Stockholder Clause in Contracts

Indemnification of Company, Directors and Officers and Selling Stockholder. Each International Manager 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 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 the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the International Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information relating to such International Underwriters furnished to the Company by such International Manager through Xxxxxx Xxxxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the International Prospectus (or any amendment or supplement thereto).

Appears in 2 contracts

Samples: International Underwriting Agreement (Wellpoint Health Networks Inc /De/), International Underwriting Agreement (Wellpoint Health Networks Inc /De/)

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Indemnification of Company, Directors and Officers and Selling Stockholder. Each International Manager U.S. 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 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 the Rule 430A Information and the Rule 434 Information, if applicable, or any preliminary prospectus or the International U.S. Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information relating to such International Underwriters U.S. Underwriter furnished to the Company by such International Manager U.S. Underwriter through Xxxxxx Xxxxxxx expressly for use in the Registration Statement (or any amendment thereto) or such preliminary prospectus or the International U.S. Prospectus (or any amendment or supplement thereto).

Appears in 2 contracts

Samples: u.s. Underwriting Agreement (Wellpoint Health Networks Inc /De/), u.s. Underwriting Agreement (Wellpoint Health Networks Inc /De/)

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