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Common use of Indemnification of the Company and its Directors and Officers Clause in Contracts

Indemnification of the Company and its Directors and Officers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers 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 to the same extent as the foregoing indemnity from the Company to such Initial Purchaser, but only with reference to information relating to such Initial Purchaser furnished to the Company by such Initial Purchaser through the Representatives exclusively for use in the Preliminary Offering Memorandum, General Disclosure Package, the Final Term Sheet, any Issuer Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The Company hereby acknowledges that the only such information are the statements set forth in the first paragraph under the subheading “Commissions and Discounts,” the second and third sentences in the first paragraph under the subheading “Notes Are Not Being Registered,” the third and fourth sentences in the paragraph under the subheading “New Issue of Notes,” and the first and second paragraphs under the subheading “Price Stabilization, Short Positions,” in each case, under the caption “Plan of Distribution” in the Preliminary Memorandum and the Final Offering Memorandum (collectively, the “Initial Purchaser Information”). The indemnity set forth in this Section 9(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Appears in 1 contract

Samples: Purchase Agreement (Brocade Communications Systems Inc)

Indemnification of the Company and its Directors and Officers. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of and its directors, each officer of its officers the Company 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 to Act, against any and all loss, liability, claim, damage and expense described in the same extent indemnity contained in Section 9(a), as the foregoing indemnity from the Company to such Initial Purchaserincurred, but only with reference respect to information relating to such Initial Purchaser furnished to the Company by such Initial Purchaser through the Representatives exclusively for use untrue statements or omissions, or alleged untrue statements or omissions, made in the Preliminary Offering MemorandumRegistration Statement, General Disclosure Packageany preliminary prospectus, the Final Term SheetTime of Sale Prospectus, any Issuer free writing prospectus, any Section 5(d) Written Information Communication or the Final Offering Memorandum Prospectus (or any amendment or supplement thereto)to the foregoing) in reliance upon and in conformity with information relating to such Underwriter and furnished to the Company in writing by such Underwriter or Underwriters expressly for use therein. The Company hereby acknowledges that the only such information that the Underwriter or Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Securities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the statements set forth in (i) the first sentence of the third paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus, (ii) the last two sentences of the fourth paragraph (acceptance of shares) under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus, (iii) the first two sentences of the fifth paragraph (selling concession) and the first sentence of the sixteenth paragraph (stabilization) under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus and (iv) the first sentence of the first paragraph under the subheading “Commissions and Discounts,” the second and third sentences in the first paragraph under the subheading “Notes Are Not Being Registered,” the third and fourth sentences in the paragraph under the subheading “New Issue of Notes,” and the first and second paragraphs under the subheading “Price Stabilization, Short Positions,” in each case, under the caption “Plan of Underwriting-Electronic Distribution” in the Preliminary Memorandum and the Final Offering Memorandum (collectively, the “Initial Purchaser Underwriter Information”). The indemnity set forth in this Section 9(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Evolus, Inc.)

Indemnification of the Company and its Directors and Officers. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its officers 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 to the same extent as the foregoing indemnity from the Company to such Initial Purchaser, but only with reference to information relating to such Initial Purchaser furnished to the Company by such Initial Purchaser through the Representatives exclusively for use in the Preliminary Offering Memorandum, General Disclosure Package, the Final Term Sheet, any Issuer Written Information or the Final Offering Memorandum (or any amendment or supplement thereto). The Company hereby acknowledges that the only such information are the statements set forth in the first paragraph under the subheading “Commissions and Discounts,” the second and third sentences in the first paragraph under the subheading “Notes Are Not Being Registered,” the third fourth and fourth fifth sentences in the paragraph under the subheading “New Issue of Notes,” and the first and second paragraphs under the subheading “Price Stabilization, Short Positions,” in each case, case under the caption “Plan of Distribution” in the Preliminary Memorandum and the Final Offering Memorandum (collectively, the “Initial Purchaser Information”). The indemnity set forth in this Section 9(b) shall be in addition to any liabilities that each Initial Purchaser may otherwise have.

Appears in 1 contract

Samples: Purchase Agreement (Aceto Corp)