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

Indemnification of Company, Directors and Officers. 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 Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a) hereof, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 5 contracts

Samples: Underwriting Agreement (Independent Bank Group, Inc.), Underwriting Agreement (Veritex Holdings, Inc.), Underwriting Agreement (Independent Bank Group, Inc.)

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Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively, the “Company Indemnitees”), against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 5 contracts

Samples: Underwriting Agreement (Neogenomics Inc), Underwriting Agreement (Neogenomics Inc), Underwriting Agreement (Neogenomics Inc)

Indemnification of Company, Directors and Officers. 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 including, without limitation, the Rule 430B430B Information, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package (or any part thereof) 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 Informationthrough the Representatives expressly for use therein.

Appears in 4 contracts

Samples: Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp), Purchase Agreement (Realty Income Corp)

Indemnification of Company, Directors and Officers. 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 controls, or is under common control with, the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package 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 Informationthrough the Representatives expressly for use therein.

Appears in 4 contracts

Samples: Underwriting Agreement (FriendFinder Networks Inc.), Underwriting Agreement (FriendFinder Networks Inc.), Underwriting Agreement (FriendFinder Networks Inc.)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 3 contracts

Samples: Underwriting Agreement (Keyw Holding Corp), Underwriting Agreement (Keyw Holding Corp), Purchase Agreement (Keyw Holding Corp)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, each of 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a)(i), (ii) hereofand (iii) of this Section, as incurred, but only with respect to, arising out of or based on 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, 430B Information or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package 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 Informationthrough the Representatives expressly for use therein.

Appears in 3 contracts

Samples: Underwriting Agreement (MF Global Holdings Ltd.), Underwriting Agreement (MF Global Holdings Ltd.), Underwriting Agreement (MF Global Holdings Ltd.)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the CompanyTransaction Entities, its their respective directors, each of its their respective officers who signed the Registration Statement, and each person, if any, who controls either of the Company Transaction Entities within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 3 contracts

Samples: Underwriting Agreement (Armada Hoffler Properties, Inc.), Underwriting Agreement (Armada Hoffler Properties, Inc.), Underwriting Agreement (Armada Hoffler Properties, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter Agent, 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a6(a) hereof, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Informationinformation furnished to the Company by such Agent in writing expressly for use therein.

Appears in 3 contracts

Samples: Distribution Agreement (American Honda Finance Corp), Distribution Agreement (American Honda Finance Corp), Equity Sales Agreement (Kimco Realty Corp)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense (including the reasonable fees and disbursements of counsel) described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any post-effective amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 3 contracts

Samples: Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC)

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed Company and the Registration StatementOperating Partnership, and each person, if any, who controls either of the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act 1933 Act, and any director, officer, employee or Section 20 of the Exchange Act affiliate thereof, against any and all loss, liability, claim, damage damage, and expense described in the indemnity contained in subsection (a) of this Section 7(a) hereof6, as incurred, but only with respect to, arising out of or based on 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, ) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by any Underwriter Informationthrough the Representatives expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Appears in 3 contracts

Samples: Underwriting Agreement (Reckson Operating Partnership Lp), Underwriting Agreement (Reckson Operating Partnership Lp), Underwriting Agreement (Reckson Associates Realty Corp)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any roadshow in reliance upon and in conformity with the Underwriter Information.

Appears in 3 contracts

Samples: Underwriting Agreement (Arlo Technologies, Inc.), Underwriting Agreement (Netgear, Inc), Underwriting Agreement (Arlo Technologies, Inc.)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 3 contracts

Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc), Underwriting Agreement (Intercept Pharmaceuticals Inc), Underwriting Agreement (Intercept Pharmaceuticals Inc)

Indemnification of Company, Directors and Officers. 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Written Testing-the-Waters Communication, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 3 contracts

Samples: Underwriting Agreement (NephroGenex, Inc.), Underwriting Agreement (Avinger Inc), Underwriting Agreement (Avinger Inc)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Underwriter Information.

Appears in 3 contracts

Samples: Underwriting Agreement (Akouos, Inc.), Underwriting Agreement (Audentes Therapeutics, Inc.), Underwriting Agreement (Audentes Therapeutics, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter severally severally, and not jointly, agrees to indemnify and hold harmless the Company, its each of Company’s directors, each of its Company’s executive officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a8(a) hereof, as incurred, but only with respect to, arising out of or based on to untrue statements or omissions, or alleged untrue statements or omissions, made in reliance upon and in conformity with Underwriter Information in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Appears in 2 contracts

Samples: Underwriting Agreement (Hanover Bancorp, Inc. /NY), Underwriting Agreement (LINKBANCORP, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the CompanyCompany Parties, its each of their directors, each of its their officers who signed the Registration Statement, and each person, if any, who controls any of the Company Parties within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a6(a) hereof, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter InformationInformation provided by such Underwriter.

Appears in 2 contracts

Samples: Underwriting Agreement (Southwestern Energy Co), Underwriting Agreement (Southwestern Energy Co)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees The Underwriters agree to indemnify and hold harmless the Company, its directors, Company and Clearway LLC and their directors or managers and each officer of its officers the Company who signed the Registration Statement, and each person, if any, who controls the Company or Clearway LLC within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing 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 (Clearway Energy, Inc.), Underwriting Agreement (Clearway Energy LLC)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in the General Disclosure Package any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package any Written Testing-the-Waters Communication, any Marketing Materials or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (89bio, Inc.), Underwriting Agreement (Avedro Inc)

Indemnification of Company, Directors and Officers. Each Underwriter severally 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a6(a) hereofabove, as incurred, but only with respect to, arising out of or based on 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 430B430 Information, if applicable, or in any preliminary prospectus, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus any Permitted Testing-the-Waters Communication (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Amerant Bancorp Inc.), Underwriting Agreement (Renasant Corp)

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its the Operating Partnership, the Company’s directors, each of its the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Retail Opportunity Investments Partnership, LP), Underwriting Agreement (Retail Opportunity Investments Partnership, LP)

Indemnification of Company, Directors and Officers. Each Underwriter Underwriter, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Offering Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a) hereof6(a), as incurred, but only with respect to, arising out of or based on to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Offering Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectusPreliminary Offering Circular, any Issuer Free Writing ProspectusTesting-the-Waters Communication, any road show presentation made to investors by the Company, the Pricing General Disclosure Package or the Prospectus Offering Circular (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Community Heritage Financial, Inc.), Underwriting Agreement (Community Heritage Financial, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its each of the Company’s directors, each of its the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section SECTION 7(a) hereof, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (HomeStreet, Inc.), Underwriting Agreement (Atlantic Union Bankshares Corp)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, Company and Yield LLC and their directors or managers and each officer of its officers the Company who signed the Registration Statement, and each person, if any, who controls the Company or Yield LLC within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing 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 (NRG Yield, Inc.), Underwriting Agreement (NRG Yield, Inc.)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or any Issuer Free Writing Prospectus in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Puma Biotechnology, Inc.), Underwriting Agreement (Puma Biotechnology, Inc.)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Audentes Therapeutics, Inc.), Underwriting Agreement (Audentes Therapeutics, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Inozyme Pharma, Inc.), Underwriting Agreement (Inozyme Pharma, Inc.)

Indemnification of Company, Directors and Officers. 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage damage, and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 430BRules 430A, or in any preliminary prospectus, any Issuer Free Writing Prospectus430B and 430C, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Underwriters’ Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Adamas Pharmaceuticals Inc), Underwriting Agreement (Adamas Pharmaceuticals Inc)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or and Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7(a) hereof7, and with respect to such expenses, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any Road Show, the Pricing General Disclosure Package Package, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Montrose Environmental Group, Inc.), Underwriting Agreement (Montrose Environmental Group, Inc.)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, Written Testing-the-Waters Communication, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Inari Medical, Inc.), Underwriting Agreement (Principia Biopharma Inc.)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a) hereof, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 2 contracts

Samples: Underwriting Agreement (Iberiabank Corp), Underwriting Agreement (Iberiabank Corp)

Indemnification of Company, Directors and Officers. Each Underwriter severally severally, and not jointly, agrees to indemnify and hold harmless the Company, its each of the Company’s directors, each of its the Company’s executive officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a8(a) hereof, as incurred, but only with respect to, arising out of or based on to untrue statements or omissions, or alleged untrue statements or omissions, made in reliance upon and in conformity with the Underwriter Information in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information).

Appears in 1 contract

Samples: Underwriting Agreement (Professional Holding Corp.)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (CytomX Therapeutics, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Tarsus Pharmaceuticals, Inc.)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), any preliminary prospectus, including any information deemed to be a part thereof pursuant to Rule 430B, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Hutchison China MediTech LTD)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 430B430 Information, if applicable, or in any preliminary prospectus, the Base Prospectus, any Issuer Prospectus Supplement, the Prospectus, or any Issuer-Represented Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Fidelity Southern Corp)

Indemnification of Company, Directors and Officers. 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, person who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communications, the Pricing 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

Samples: Underwriting Agreement (Clarivate Analytics PLC)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its each Guarantor, their respective directors, each of its their officers who signed the Registration Statement, and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses described in the indemnity contained in Section 7(a) hereof6(a), as incurred, but only with respect to, arising out of or based on to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any information the Rule 430A Information and the Rule 434 Information deemed to be a part thereof pursuant to Rule 430Bthereof, if applicable, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package 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 Informationthrough the Representative 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 1 contract

Samples: Underwriting Agreement (Vectren Utility Holdings Inc)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and reasonable and documented expense described in the indemnity contained in subsection (a) of this Section 7(a) hereof6, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (American Public Education Inc)

Indemnification of Company, Directors and Officers. 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 Securities Act or Section 20 of the Exchange Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section SECTION 7(a) hereof, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Pacific Premier Bancorp Inc)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (American Renal Associates Holdings, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Axonics Modulation Technologies, Inc.)

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Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its each Guarantor, their respective directors, each of its their officers who signed the Registration Statement, and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all losslosses, liabilityliabilities, claimclaims, damage damages and expense expenses described in the indemnity contained in Section 7(a) hereof6(a), as incurred, but only with respect to, arising out of or based on to untrue statements or omissions, or alleged untrue statements or omissions, made in the Registration Statement (or any amendment thereto), including any information the Rule 430A Information and the Rule 434 Information deemed to be a part thereof pursuant to Rule 430Bthereof, if applicable, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package 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 Informationthrough the Representatives 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 1 contract

Samples: Underwriting Agreement (Vectren Utility Holdings Inc)

Indemnification of Company, Directors and Officers. Each Underwriter Agent and Forward Purchaser, 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a6(a) hereof, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Informationinformation furnished to the Company by such Agent or Forward Purchaser in writing expressly for use therein.

Appears in 1 contract

Samples: Atm Equity Offering Sales Agreement (Digital Realty Trust, L.P.)

Indemnification of Company, Directors and Officers. Each Underwriter Agent, 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a) hereof, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Informationinformation furnished to the Company by the Agents in writing expressly for use therein.

Appears in 1 contract

Samples: Atm Equity Offering Sales Agreement (Apollo Commercial Real Estate Finance, Inc.)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 430B430 Information, if applicable, or in any preliminary prospectus, the Base Prospectus, any Issuer Prospectus Supplement, any Issuer-Represented Free Writing Prospectus, the Pricing Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Chemical Financial Corp)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Written Testing-the-Waters Communication 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 (Victory Capital Holdings, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter severally and not jointly agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed Company and the Registration StatementOperating Partnership, and each person, if any, who controls either of the Company or the Operating Partnership within the meaning of Section 15 of the Securities Act 1933 Act, and any director, officer, employee or Section 20 of the Exchange Act affiliate thereof, against any and all loss, liability, claim, damage damage, and expense described in the indemnity contained in subsection (a) of this Section 7(a) hereof6, as incurred, but only with respect to, arising out of or based on 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, ) or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by any Underwriter Informationthrough Xxxxxxx Xxxxx expressly for use in the Registration Statement (or any amendment thereto) or any preliminary prospectus or the Prospectus (or any amendment or supplement thereto).

Appears in 1 contract

Samples: Underwriting Agreement (Reckson Associates Realty Corp)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless each of the Company, the Operating Partnership, 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a)(1) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, 430B Information or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) or any Bona Fide Electronic Road Show not constituting an Issuer Free Writing Prospectus 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

Samples: Purchase Agreement (Mack Cali Realty L P)

Indemnification of Company, Directors and Officers. 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Geron Corp)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all losslosses, liabilityclaims, claimdamages or liabilities (or actions in respect thereof) insofar as such losses, damage and expense described claims, damages or liabilities (or actions in the indemnity contained in Section 7(arespect thereof) hereof, as incurred, but only with respect to, arising arise out of or are based on upon any 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Rexnord Corp)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, its employees, its agents and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectusthe General Disclosure Package, any Issuer Free Writing the Pricing Prospectus, the Pricing Disclosure Package Prospectus or the Prospectus Rights Circular (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Sibanye Gold LTD)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its the Operating Partnership and the Company’s directors, each of its the Company’s officers who signed the Registration Statement, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Purchase Agreement (DLC Realty Trust, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Issuer-Represented Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show presentation made to investors by the Pricing Company, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Guaranty Bancshares Inc /Tx/)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 430B430B Information, if any, or in any preliminary prospectus, the Statutory Prospectus, any Issuer Issuer-Represented Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Banc of California, Inc.)

Indemnification of Company, Directors and Officers. 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in the General Disclosure Package, any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package Prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Mirna Therapeutics, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter severally Underwriter, severally, and not jointly, agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statementand executive officers, and each person, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a6(a) hereofabove, as incurred, but only with respect to, arising out of or based on 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 430B430 Information, if applicable, or in any preliminary prospectus, the Disclosure Package, the Prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package or the Prospectus any Permitted Testing-the-Waters Communication (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Equity Bancshares Inc)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees agrees, severally and not jointly, 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Synlogic, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter severally but not jointly agrees to indemnify indemnify, defend 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, 430 Information or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package 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 Informationthrough the Representatives expressly for use therein.

Appears in 1 contract

Samples: Purchase Agreement (Orix Corp)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) or in any Marketing Materials in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Houlihan Lokey, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter The Placement Agent severally agrees to indemnify and hold harmless the Company and the Operating Partnership, each of the Company, its 's directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package prospectus or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Underwriter InformationCompany or the Operating Partnership by the Placement Agent 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 1 contract

Samples: Placement Agency Agreement (Mills Corp)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information. The indemnity agreement set forth in this Section 6(b) shall be in additional to any other liabilities that the Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Innovative Industrial Properties Inc)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or and Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in subsection (a) of this Section 7(a) hereof7, and with respect to such expenses, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any Road Show, the Pricing General Disclosure Package Package, or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Montrose Environmental Group, Inc.)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its the Operating Partnership and their respective directors and officers who signed the Registration Statement, and each person, if any, who controls the Company or the Operating Partnership within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Retail Opportunity Investments Corp)

Indemnification of Company, Directors and Officers. Each Underwriter 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, if any, who controls the Company within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange Act 1934 Act, against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (QuantumScape Corp)

Indemnification of Company, Directors and Officers. Each Underwriter severally agrees to indemnify and hold harmless the Company, its the Guarantors, each of their respective directors, each of its officers who signed the Registration Statement, and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(a6(a) hereof, as incurred, but only with respect to, arising out of or based on 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement (Acuity Brands Inc)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, including fees of counsel reasonably incurred in connection with defending or investigating any such action or claim, as incurred, but only with respect to, arising out of or based on 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 in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing Disclosure Package 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 Informationthrough Xxxxxxx Xxxxx expressly for use therein.

Appears in 1 contract

Samples: Purchase Agreement (Thermage Inc)

Indemnification of Company, Directors and Officers. 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 Securities 1933 Act or Section 20 of the Exchange 1934 Act (collectively, the “Company Indemnitees”), against any and all loss, liability, claim, damage and expense described in the indemnity contained in Section 7(asubsection (a) hereofof this Section, as incurred, but only with respect to, arising out of or based on to untrue statements or 20 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, or in any preliminary prospectus, any Issuer Free Writing Prospectus, the Pricing General Disclosure Package or the Prospectus (or any amendment or supplement thereto) in reliance upon and in conformity with the Underwriter Information.

Appears in 1 contract

Samples: Underwriting Agreement

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