Common use of Indemnification of the Company by the Underwriters Clause in Contracts

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter. The indemnity agreement set forth in this Section 7(d) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 6 contracts

Samples: Underwriting Agreement (Globavend Holdings LTD), Underwriting Agreement (HiTek Global Inc.), Underwriting Agreement (BioNexus Gene Lab Corp)

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Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a8(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication or any Road Show in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter. The indemnity agreement set forth in this Section 7(d8(d) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 5 contracts

Samples: Underwriting Agreement (Maris Tech Ltd.), Underwriting Agreement (Maris Tech Ltd.), Underwriting Agreement (Volcon, Inc.)

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer who has 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, and in conformity with, the Underwriter Information information relating to such Underwriter; it being understood and agreed that the only information furnished by the Underwriters to the Company in connection with the offering are their respective names. The indemnity agreement set forth in this Section 7(d7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 4 contracts

Samples: Common Stock Purchase Warrant (Ispire Technology Inc.), Underwriting Agreement (Ispire Technology Inc.), Underwriting Agreement (Ispire Technology Inc.)

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer who has 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter; it being understood and agreed that the only information furnished by the Underwriters to the Company in connection with the offering are the Underwriter Information defined below. The indemnity agreement set forth in this Section 7(d7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 4 contracts

Samples: Underwriting Agreement (Harden Technologies Inc.), Underwriting Agreement (Harden Technologies Inc.), Underwriting Agreement (Harden Technologies Inc.)

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer who has 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 (each a “Company Indemnified Party,” collectively the “Company Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter; it being understood and agreed that the only information furnished by the Underwriters to the Company in connection with the offering are their respective names. The indemnity agreement set forth in this Section 7(d7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 4 contracts

Samples: Underwriting Agreement (YSX Tech Co., LTD), Underwriting Agreement (Tungray Technologies Inc), Underwriting Agreement (Tungray Technologies Inc)

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer who has 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a6(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter; it being understood and agreed that the only information furnished by the Underwriters to the Company in connection with the offering are the Underwriter Information defined below. The indemnity agreement set forth in this Section 7(d6(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (YY Group Holding Ltd.), Underwriting Agreement (YY Group Holding Ltd.), Underwriting Agreement (YY Group Holding Ltd.)

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer who signed the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any all documented and all reasonably incurred legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a8(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show road show in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter. , it being understood and agreed upon that the only such Underwriter Information furnished by any Underwriter consists of the following information furnished on behalf of each Underwriter: the names of the Underwriters and the information under the captions “Price Stabilization, Short Positions and Penalty Bids” and “Electronic Distribution.” The indemnity agreement set forth in this Section 7(d8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Serve Robotics Inc. /DE/), Underwriting Agreement (Serve Robotics Inc. /DE/)

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all reasonable legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a8(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus Prospectus, any Written Testing-the-Waters Communication or any Road Show in reliance upon, and in conformity with, the Underwriter Information information relating to such Underwriter, which consists of the “Underwriting” section of the registration statement (the “Underwriter Information”). The indemnity agreement set forth in this Section 7(d8(d) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Cyngn, Inc.)

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereof; providedabove, howeverbut only with respect to any losses, claims, damages or liabilities that each Underwriter shall be liable only to the extent that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the Final only such information furnished by any Underwriter consists of the following information in the Prospectus (or furnished on behalf of each Underwriter: the concession and any amendment or supplement thereto)reallowance figures appearing in the first paragraph under the caption “Underwriting – Commissions and Discounts” and the information contained the under the captions “Underwriting – Passive Stabilization, any Preliminary ProspectusShort Positions and Penalty Bids,” “Underwriting – Passive Market Making,” and “Underwriting – Electronic Offer, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, Sale and in conformity with, the Underwriter Information relating to such Underwriter. The indemnity agreement set forth in this Section 7(d) shall be in addition to any liabilities that each Underwriter may otherwise haveDistribution of Shares.

Appears in 1 contract

Samples: Intra-Cellular Therapies, Inc.

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer its officers who signed the Registration Statement Statement, affiliates 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereof; providedabove, howeverbut only with respect to any losses, claims, damages or liabilities that each Underwriter shall be liable only to the extent that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the Final only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus (or any amendment or supplement thereto)and the Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting” and the information contained in the fifteenth and sixteenth paragraphs relating to price stabilization, any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance uponshort positions, and in conformity with, penalty bids under the Underwriter Information relating to such Underwriter. The indemnity agreement set forth in this Section 7(d) shall be in addition to any liabilities that each Underwriter may otherwise havecaption “Underwriting”.

Appears in 1 contract

Samples: Cava Group, Inc.

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereof; providedabove, howeverbut only with respect to any losses, claims, damages or liabilities that each Underwriter shall be liable only to the extent that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the Final only such information furnished by any Underwriter consists of the following information in the Prospectus (or any amendment or supplement thereto)furnished on behalf of each Underwriter: the concession figure appearing in the third paragraph under the caption “Underwriting,” the information related to stabilization transactions and passive market making contained in the twelfth, any Preliminary Prospectusthirteenth, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show fourteenth and fifteen paragraphs under the captions “Underwriting” and the information related to electronic distribution contained in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter. The indemnity agreement set forth in this Section 7(d) shall be in addition to any liabilities that each Underwriter may otherwise haveseventh paragraph under “Underwriting.

Appears in 1 contract

Samples: Intra-Cellular Therapies, Inc.

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Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer who has 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 (each a “Company Indemnified Party,” collectively the “Company Indemnified Parties”), from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter; it being understood and agreed that the only information furnished by the Underwriters to the Company in connection with the offering are their respective names. The indemnity agreement set forth in this Section 7(d7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.. 37

Appears in 1 contract

Samples: Underwriting Agreement (Planet Image International LTD)

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer who has 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(a) hereof; provided, however, that each Underwriter shall be liable only to the extent that any untrue statement or omission or alleged untrue statement or omission was made in the Registration Statement (or any amendment or supplement thereto), any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), the Final Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter; it being understood and agreed that the only information furnished by the Underwriters to the Company in connection with the offering are their respective names. The indemnity agreement set forth in this Section 7(d7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (APRINOIA Therapeutics Inc.)

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer who signed the Registration Statement 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereof; providedabove, howeverbut only with respect to any losses, claims, damages or liabilities that each Underwriter shall be liable only to the extent that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the Final only such information furnished by any Underwriter consists of the following information in the Prospectus (or furnished on behalf of each Underwriter: the concession and any amendment or supplement thereto)reallowance figures appearing under the caption “Underwriting—Commissions and Discounts,” and the information contained the under the captions “Underwriting—Price Stabilization, any Preliminary ProspectusShort Positions and Penalty Bids,” “Underwriting—Passive Market Making,” and “Underwriting—Electronic Offer, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, Sale and in conformity with, the Underwriter Information relating to such Underwriter. The indemnity agreement set forth in this Section 7(d) shall be in addition to any liabilities that each Underwriter may otherwise haveDistribution of Shares.

Appears in 1 contract

Samples: Ignyta, Inc.

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereof; providedabove, howeverbut only with respect to any losses, claims, damages or liabilities that each Underwriter shall be liable only to the extent that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the Final only such information furnished by any Underwriter consists of the following information in the Prospectus (or furnished on behalf of each Underwriter: the concession and any amendment or supplement thereto)reallowance figures appearing in the first paragraph under the caption “Underwriting – Commissions and Discounts” and the information contained under the captions “Underwriting – Passive Stabilization, any Preliminary ProspectusShort Positions and Penalty Bids,” “Underwriting – Passive Market Making,” and “Underwriting – Electronic Offer, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show in reliance upon, Sale and in conformity with, the Underwriter Information relating to such Underwriter. The indemnity agreement set forth in this Section 7(d) shall be in addition to any liabilities that each Underwriter may otherwise haveDistribution of Shares.

Appears in 1 contract

Samples: Intra-Cellular Therapies, Inc.

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereof; providedabove, howeverbut only with respect to any losses, claims, damages or liabilities that each Underwriter shall be liable only to the extent that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Written Testing-the-Waters Communication, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the Final only such information furnished by any Underwriter consists of the following information in the Preliminary Prospectus and the Prospectus furnished on behalf of each Underwriter: [(or any amendment or supplement thereto)i) the concession figures appearing in the fifth paragraph under the caption “Underwriting” and (ii) the information contained in the fourteenth, any Preliminary Prospectusfifteenth, any Issuer Informationsixteenth, any Issuer Free Writing Prospectus or any Road Show in reliance upon, seventeenth and in conformity with, eighteenth paragraphs under the Underwriter Information caption “Underwriting” relating to such Underwriter. The indemnity agreement set forth in this Section 7(d) shall be in addition to any liabilities that each Underwriter may otherwise havedistributions, price stabilization, short positions and penalty bids].

Appears in 1 contract

Samples: Candela Medical, Inc.

Indemnification of the Company by the Underwriters. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, each officer 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 from and against any and all losses, claims, damages and liabilities (including, without limitation, any and all legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred), joint or several, to the same extent as the indemnity set forth in Section 7(aparagraph (a) hereof; providedabove, howeverbut only with respect to any losses, claims, damages or liabilities that each Underwriter shall be liable only to the extent that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package (including any Pricing Disclosure Package that has subsequently been amended), it being understood and agreed upon that the Final only such information furnished by any Underwriter consists of the following information in the Prospectus (or any amendment or supplement thereto)furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the third paragraph under the caption “Underwriting,” the information related to stabilization transactions and passive market making contained in the twelfth, any Preliminary Prospectusthirteenth, any Issuer Information, any Issuer Free Writing Prospectus or any Road Show fourteenth and fifteen paragraphs under the captions “Underwriting” and the information related to electronic distribution contained in reliance upon, and in conformity with, the Underwriter Information relating to such Underwriter. The indemnity agreement set forth in this Section 7(d) shall be in addition to any liabilities that each Underwriter may otherwise haveseventh paragraph under “Underwriting.

Appears in 1 contract

Samples: Intra-Cellular Therapies, Inc.

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