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

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 6 contracts

Samples: Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings III, Inc.), Underwriting Agreement (Landcadia Holdings II, Inc.)

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Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 6 contracts

Samples: Underwriting Agreement (Live Oak Acquisition Corp II), Underwriting Agreement (Live Oak Acquisition Corp II), Underwriting Agreement (Live Oak Crestview Climate Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 5 contracts

Samples: Underwriting Agreement (Research Alliance Corp. II), Underwriting Agreement (Therapeutics Acquisition Corp.), Underwriting Agreement (Therapeutics Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any Section 5(d) Company Additional Written Communication Communication, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Issuer Free Writing Prospectus, any Company Additional Written Communication, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any Section 5(d) Company Additional Written Communication Communication, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the seventh and eighth paragraphs under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 4 contracts

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

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption heading Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances and first sentence in the Underwriter’s intention not to make sales to discretionary accounts; third paragraph, the third sentence in the fourth paragraph, the fifth paragraph (except for the last sentence therein), and (z) the paragraphs related to stabilizationfirst sentence in the first paragraph, syndicate covering transactions the third sentence in the second paragraph and penalty bidsthe first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 4 contracts

Samples: Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Osiris Acquisition Corp.), Underwriting Agreement (Tailwind Two Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances first sentence in the third paragraph and the Underwriter’s intention not to make sales to discretionary accounts; third sentence in the fourth paragraph, and (z) the paragraphs related to stabilization, syndicate covering transactions first sentence in the first paragraph and penalty bidsthe first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (EQ Health Acquisition Corp.), Underwriting Agreement (VPC Impact Acquisition Holdings), Underwriting Agreement (VPC Impact Acquisition Holdings)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Preliminary Prospectus, any Section 5(d) Written Communication the Disclosure Package or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Issuer Free Writing Prospectus, the Time of Sale Preliminary Prospectus, such Section 5(d) Written Communication the Disclosure Package or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Preliminary Prospectus, any Section 5(d) Written Communication the Disclosure Package or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs third paragraph concerning the terms of the offering by the Underwriters, the third sentence of the seventh paragraph regarding market making by the Underwriters, and the eighth paragraph concerning short sales, stabilizing transactions and purchases to cover short positions created by the Underwriters, in each case, under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 3 contracts

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

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances first sentence in the third paragraph and the Underwriter’s intention not to make sales to discretionary accounts; third sentence in the fourth paragraph, and (z) the paragraphs related to stabilization, syndicate covering transactions first sentence in the first paragraph and penalty bidsthe first sentence in the sixth paragraph under the heading “Stabilization” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (Helix Acquisition Corp), Underwriting Agreement (ABG Acquisition Corp. I), Underwriting Agreement (ABG Acquisition Corp. I)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company in writing by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by or on behalf of any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counselcounsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the fourth, sixth (third and fourth sentences only), seventh, eighth, ninth, twelfth and thirteenth paragraphs under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/), Underwriting Agreement (Church & Dwight Co Inc /De/), Underwriting Agreement (Church & Dwight Co Inc /De/)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Agent 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriterthe Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in the Prospectus or any preliminary prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Time of Sale Prospectus, any Section 5(d) Written Communication Securities Act or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, or such Section 5(d) Written Communication or the Prospectus free writing prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter the Agent furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable expenses (including the reasonable fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative Agent has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, or any Section 5(dfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) Written Communication or of the Prospectus Securities Act (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs tenth paragraph under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b6(b) shall be in addition to any liabilities that each Underwriter the Agent may otherwise have.

Appears in 3 contracts

Samples: Open Market Sale Agreement (AC Immune SA), Open Market Sale Agreement (AC Immune SA), Open Market Sale Agreement (AC Immune SA)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: [(x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus and the Prospectus]. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 3 contracts

Samples: Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II), Underwriting Agreement (AMCI Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Preliminary Prospectus, any Section 5(d) Written Communication the Disclosure Package or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Issuer Free Writing Prospectus, the Time of Sale Preliminary Prospectus, such Section 5(d) Written Communication the Disclosure Package or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Preliminary Prospectus, any Section 5(d) Written Communication the Disclosure Package or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs fourth paragraph concerning the terms of the offering by the Underwriters, the third sentence of the eighth paragraph regarding market making by the Underwriters, and the ninth paragraph concerning short sales, stabilizing transactions and purchases to cover short positions created by the Underwriters, in each case, under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 3 contracts

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

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal Federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any Section 5(d) Company Additional Written Communication Communication, the Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Issuer Free Writing Prospectus, any Company Additional Written Communication, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counsel) counsel chosen by the Company), as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Issuer Free Writing Prospectus, any Section 5(d) Company Additional Written Communication Communication, the Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the third and seventh paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

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

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs 6 and 17 under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

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

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth (A) as the last paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters and (B) in the paragraphs table in the first paragraph and as the second paragraph under the caption “Plan of Distribution” "Underwriting" in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Computer Literacy Inc), Underwriting Agreement (Computer Literacy Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, subject under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth (A) as the last paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters and (B) in the paragraphs table in the first paragraph and as the second paragraph under the caption “Plan of Distribution” "Underwriting" in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (International Manufacturing Services Inc), Underwriting Agreement (International Manufacturing Services Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, or any amendment thereto, such preliminary prospectus, the Time of Sale Prospectus, such Issuer Free Writing Prospectus, such Marketing Material such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable and documented out-of-pocket expenses (including the reasonable and documented fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Representatives have furnished to the Company expressly for use in the Registration Statement, or any amendments thereto, any preliminary prospectus, the Time of Sale Prospectus, any Issuer Free Writing Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in constituting the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriter Information. The indemnity agreement set forth in this Section 8(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (AFC Gamma, Inc.), Underwriting Agreement (AFC Gamma, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) as the last paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters and (B) in the table in the first paragraph and as the second and second to last paragraphs under the caption “Underwriting (Conflict of Interest)” "Underwriting" in the Preliminary Prospectus Prospectus; and the IPO Prospectus, and the Underwriters confirm that such statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsare correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (SQL Financials International Inc /De), Underwriting Agreement (SQL Financials International Inc /De)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth names of the Underwriters in the paragraphs under the caption “Underwriting (Conflict of Interest)” table in the Preliminary Prospectus and the IPO Prospectus, first paragraph and the statements set forth in the eighth, ninth, tenth, eleventh, twelfth and the last two sentences of the thirteenth paragraphs concerning stabilization and other market transactions under the caption “Plan of DistributionUnderwriting” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Symmetry Medical Inc.), Underwriting Agreement (Symmetry Medical Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption heading Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (AMCI Acquisition Corp.), Underwriting Agreement (AMCI Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs 3 and 4 under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp. II), Underwriting Agreement (EdtechX Holdings Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in paragraph five (the paragraphs first and second sentences only), paragraph eight (third sentence only), paragraph nine (the first, third and fourth sentences only) and paragraph eleven (the first sentence only) under the caption heading Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement obligation set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Bard C R Inc /Nj/), Underwriting Agreement (Bard C R Inc /Nj/)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Landcadia Holdings, Inc.), Underwriting Agreement (Landcadia Holdings, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesagrees to, severally and but not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing such Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) in the paragraphs table in the first paragraph under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth (B) in the paragraphs commissions and expenses data under the caption “Plan of DistributionUnderwriting” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Cabg Medical Inc), Underwriting Agreement (Cabg Medical Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agreesagrees to, severally and but not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing such Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) in the paragraphs table in the first paragraph under the caption “Underwriting” in the Prospectus, (B) in the concession and reallowance data under the caption “Underwriting (Conflict of Interest)– Commissions and Expenses” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs (C) under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the UnderwriterProspectus “Underwriting-Representative’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsexperience”. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (WPT Enterprises Inc), Underwriting Agreement (WPT Enterprises Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs 5 and 6 under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Mudrick Capital Acquisition Corp. II), Underwriting Agreement (Mudrick Capital Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriterthe Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectusFree Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Time of Sale ProspectusSecurities Act, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) supplement to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Free Writing Prospectus or the Prospectus (or any such amendment or supplementsupplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter the Agent furnished to the Company by the Representative Agent in writing expressly for use therein; and to reimburse the Company, Company or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative Agent has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusFree Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Time of Sale ProspectusSecurities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are consists of the following statements information set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus eighth and the IPO Prospectus, and the statements set forth in the ninth paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b6(b) shall be in addition to any liabilities that each Underwriter the Agent may otherwise have.

Appears in 2 contracts

Samples: Open Market Sale Agreement (Sol-Gel Technologies Ltd.), Open Market Sale Agreement (Sol-Gel Technologies Ltd.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict Conflicts of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances first sentence in the third paragraph and the Underwriter’s intention not to make sales to discretionary accounts; third sentence in the fourth paragraph, and (z) the paragraphs related to stabilization, syndicate covering transactions first sentence in the first paragraph and penalty bidsthe first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Empowerment & Inclusion Capital I Corp.), Underwriting Agreement (Empowerment & Inclusion Capital I Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in (i) the paragraphs last paragraph on the cover page regarding delivery of the Notes and (ii) under the caption heading Plan of DistributionUnderwritingin the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (yA) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (zB) the paragraphs paragraph related to stabilization, syndicate covering transactions and penalty bidsbids in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 2 contracts

Samples: Underwriting Agreement (Illinois Tool Works Inc), Underwriting Agreement (Illinois Tool Works Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth under the heading “Underwriting” in the first paragraph under the sub-heading “Commissions and Discount” and the first and second paragraphs under the caption sub-heading Underwriting (Conflict of Interest)Short Positions” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Sonoco Products Co)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication free writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433 of the Securities Act or the Prospectus (or any such amendment or supplement) or any prospectus wrapper material distributed in connection with the reservation and sale of Directed Shares to the Participants, or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication free writing prospectus or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(dfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) Written Communication of the Securities Act or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the first sentence in the third paragraph, the first and third sentences of the first paragraph under the title “Commissions and Expenses” and the statements in the first and fourth paragraphs under the title “Stabilization,” in each case under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus Supplement and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsFinal Prospectus Supplement. The indemnity agreement set forth in this Section 8(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (TherapeuticsMD, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the fifth, ninth and tenth paragraphs under the caption Underwriting (Conflict of Interest)UNDERWRITING” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances [first] sentence in the third paragraph and the Underwriter’s intention not to make sales to discretionary accounts; [third] sentence in the fourth paragraph, and (z) the paragraphs related to stabilization, syndicate covering transactions [first] sentence in the [first] paragraph and penalty bidsthe first sentence in the [sixth] paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Tailwind Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer officer, or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer officer, or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer officer, or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the table in the first paragraph, in the eleventh and thirteenth-fifteenth paragraphs (relating to stabilization activities), and in the eighteenth and nineteenth paragraphs (relating to market making and discretionary accounts) under the caption “Plan of Distribution” "Underwriting" in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs [●] and [●] under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (EdtechX Holdings Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth (A) in the paragraphs table in the first paragraph under the caption “Plan of Distribution” "Underwriting" in the Market Making Prospectus: , and (xB) the list of Underwriters and their respective roles and participation in the sale of tenth paragraph under the Offered Securitiescaption "Underwriting" in the Prospectus concerning stabilization; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Data Critical Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in (A) as the paragraphs under [last] paragraph on the caption “Plan of Distribution” in front cover page concerning the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale terms of the Offered Securities; (y) offering by the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accountsUnderwriters; and (zB) the paragraphs related statements concerning the Underwriters contained in the [insert references to stabilization, syndicate covering transactions appropriate paragraphs] under the heading "Underwriting"; and penalty bidsthe Underwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) 9.2 shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Displaytech Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the third, seventh and eighth paragraphs under the caption Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability damage or expenseliability, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all out-of-pocket expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under first and second sentence of the caption fifth paragraph and the third sentence in the eighth paragraph in the section entitled Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Cboe Global Markets, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus, or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the second and eighth paragraphs and the last sentence of the tenth paragraph under the caption “Plan of DistributionUnderwriting” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Prologis)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth under the heading “Underwriting” in the first paragraph under the sub-heading “Commissions and Discounts” and the first and second paragraphs under the caption sub-heading Underwriting (Conflict of Interest)Short Positions” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Sonoco Products Co)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the information concerning selling concessions and discounts contained under the caption “Underwriting — Commissions and Discounts” the information concerning stabilizing activities contained in the paragraphs under the caption “Underwriting (Conflict of Interest)— Short Positions” and the second and third sentences contained in the first paragraph under the caption “Underwriting — Other Relationships,” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Firstmerit Corp /Oh/)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, [—] 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter[—]), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included contained in the Prospectus or any preliminary prospectusfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Time of Sale Prospectus, any Section 5(d) Written Communication Securities Act or the Prospectus (or any such amendment or supplement) supplement thereto), or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with written information relating to such Underwriter [—] furnished to the Company by the Representative in writing [—] expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only such information that the Representative [—] has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(dfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) Written Communication of the Securities Act or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) in the paragraphs second sentence of the third paragraph under the caption “Underwriting Plan of Distribution (Conflict Conflicts of Interest)” and (B) the ninth paragraph under the caption “Plan of Distribution (Conflicts of Interest)” in the Preliminary Prospectus and dated December 1, 2014 relating to the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale offering of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsShares. The indemnity agreement set forth in this Section 8(b10(b) shall be in addition to any liabilities that each Underwriter [—] may otherwise have.

Appears in 1 contract

Samples: Sales Agreement (Sabra Health Care REIT, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the sixth and eleventh paragraphs and the third and fourth sentences of the ninth paragraph under the caption section entitled Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Fluor Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: [(x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances first sentence in the third paragraph and the Underwriter’s intention not to make sales to discretionary accounts; third sentence in the fourth paragraph, and (z) the paragraphs related to stabilization, syndicate covering transactions first sentence in the first paragraph and penalty bidsthe first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus]. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (EQ Health Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Agent 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 the Securities Act or the Exchange Act, Act against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or the laws or regulations of foreign jurisdictions where Shares have been offered or sold or at common law or otherwise (including in settlement of any litigation, litigation if such settlement is effected with the written consent of such Underwriterthe Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, including any information deemed to be a part thereof pursuant to Rule 430B under the Securities Act, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusFree Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Time of Sale Prospectus, any Section 5(d) Written Communication Securities Act or the Prospectus (or any such amendment or supplement) supplement thereto), or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any Company and each such director, officer or and controlling person for any and all documented expenses (including the documented fees and disbursements of counselcounsel chosen by the Company) as such expenses are reasonably incurred by the CompanyCompany or such officer, or any such director, officer director or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges ; provided, however, that the foregoing indemnity agreement shall only information that the Representative has furnished apply to any loss, claim damage, liability or expense to the Company extent, but only to the extent, arising out of or based upon any untrue statement or alleged untrue statement or omission or alleged omission made in reliance upon and in conformity with the Agent Information expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication such Free Writing Prospectus or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interestthereto)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b6(b) shall be in addition to any liabilities that each Underwriter the Agent may otherwise have.

Appears in 1 contract

Samples: Open Market Sales Agreement (Recursion Pharmaceuticals, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances first sentence in the third paragraph and the Underwriter’s intention not to make sales to discretionary accounts; third sentence in the fourth paragraph, and (z) the paragraphs related to stabilization, syndicate covering transactions first sentence in the first paragraph and penalty bidsthe first sentence in the sixth paragraph under the heading “Stabilization” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Omega Alpha SPAC)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors, each of its directors and officers who signed the Registration Statement and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, Act or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives relating to the Underwriters and expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) as the last paragraph on the inside front cover page of the Prospectus concerning stabilization and passive market making by the Underwriters and (B) in the table in the first paragraph and in the second, sixth, eighth and ninth paragraphs under the caption “Underwriting (Conflict of Interest)” "Underwriting" in the Preliminary Prospectus Prospectus; and the IPO Prospectus, and the Underwriters confirm that such statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsare correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Innovative Valve Technologies Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the first sentence of the third and fifth paragraphs, and the paragraphs under the heading “Stabilization” under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus Supplement and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsFinal Prospectus Supplement. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Waitr Holdings Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, [—] 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter[—]), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus, any free writing prospectus that the Company has used, referred to or any amendment theretofiled, or any is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(dfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) Written Communication or of the Securities Act, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter any [—] furnished to the Company by the Representative in writing [—] expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative [—] has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(dfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) Written Communication of the Securities Act or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth (A) in the paragraphs second sentence of the third paragraph under the caption “Plan of DistributionDistribution (Conflicts)” and (B) the eighth paragraph under the caption “Plan of Distribution (Conflicts)” in the Market Making Prospectus: (x) Prospectus dated March 18, 2013 relating to the list of Underwriters and their respective roles and participation in the sale offering of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsShares. The indemnity agreement set forth in this Section 8(b10(b) shall be in addition to any liabilities that each Underwriter [—] may otherwise have.

Appears in 1 contract

Samples: Sales Agreement (Sabra Health Care REIT, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances first sentence in the [fourth] paragraph and the Underwriter’s intention not to make sales to discretionary accounts; third sentence in the [fifth] paragraph, and (z) the paragraphs related to stabilization, syndicate covering transactions first sentence in the [first] paragraph and penalty bidsthe first sentence in the [sixth] paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section ‎Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (GP-Act III Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, The Agent agrees to indemnify and hold harmless the Company, each of its directors, each of its officers who signed the Registration Statement Statement, and each person, if any, who controls the Company within the meaning of the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriterthe Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectusFree Writing Prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) of the Time of Sale ProspectusSecurities Act, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) supplement to the foregoing), or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Free Writing Prospectus or the Prospectus (or any such amendment or supplementsupplement to the foregoing), in reliance upon and in conformity with information relating to such Underwriter the Agent furnished to the Company by the Representative Agent in writing expressly for use therein; and to reimburse the Company, Company or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative Agent has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusFree Writing Prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) of the Time of Sale ProspectusSecurities Act, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are consists of the following statements information set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus eighth and the IPO Prospectus, and the statements set forth in the ninth paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b‎Section 6(b) shall be in addition to any liabilities that each Underwriter the Agent may otherwise have.

Appears in 1 contract

Samples: Open Market Sale Agreement (Sol-Gel Technologies Ltd.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the third and seventh paragraphs under the caption “Plan of DistributionUnderwriting” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Radian Group Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the third, eighth and ninth paragraphs under the caption Underwriting (Conflict Underwriting—Conflicts of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter The Placement Agent agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or federal, state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterPlacement Agent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Basic Prospectus or the Prospectus Supplement (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Basic Prospectus or the Prospectus Supplement (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Placement Agent expressly for use therein; therein and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter the Placement Agent may otherwise have.

Appears in 1 contract

Samples: Placement Agency Agreement (Epix Medical Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter Agent agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterAgent), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Prospectus or any Issuer Free Writing Prospectus (or such amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Prospectus or the any Issuer Free Writing Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter any Agent furnished to the Company by the Representative in writing Deutsche Bank Securities expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b9(a)(ii) shall be in addition to any liabilities that each Underwriter Agent may otherwise have.

Appears in 1 contract

Samples: Equity Distribution Agreement (American Realty Capital Properties, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) as the last paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters and (B) in the table in the first paragraph and as the second and fourteenth paragraphs under the caption “Underwriting (Conflict of Interest)” "Underwriting" in the Preliminary Prospectus Prospectus; and the IPO Prospectus, and the Underwriters confirm that such statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsare correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Nuvasive Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become becomes subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment theretopreliminary prospectus, the Time of Sale Prospectus, or any the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing on behalf of the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to thereto) is (i) the foregoingthird paragraph under the caption “Underwriting,” (ii) are the following statements set forth in second sentence of the sixth paragraph under the caption “Underwriting,” (iii) the eighth paragraph under the caption “Underwriting,” and (iv) the eleventh and twelfth paragraphs under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Final Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsSupplements. The indemnity agreement set forth in this Section 8(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Red Mountain Resources, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the fifth and tenth paragraphs under the caption section entitled Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Fluor Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the fifth and eleventh paragraphs under the caption section entitled Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Fluor Corp)

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Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the table in the first paragraph, as the second paragraph, and as the ninth and tenth paragraphs concerning stabilization by the Underwriters, and twelfth and fourteenth paragraphs under the caption “Plan of Distribution” "Underwriting" in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Ecollege Com)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Marketing Material, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption heading Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the first sentence in the third paragraph, the third sentence in the fourth paragraph, the first, second and third sentences related to concessions and reallowances and in the Underwriter’s intention not to make sales to discretionary accounts; fifth paragraph, and (z) the paragraphs related to stabilizationfirst sentence in the first paragraph, syndicate covering transactions the third sentence in the second paragraph and penalty bidsthe first sentence in the sixth paragraph under the heading “Stabilization”, in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Arya Sciences Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Testing-the-Waters Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Testing-the-Waters Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative Representatives in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Representatives have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Testing-the-Waters Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth concession figures appearing in the fifth paragraph under the caption “Underwriting” and the information relating to stabilizing transactions, syndicate covering transactions and penalty bids contained in the paragraphs under the caption “Underwriting (Conflict of Interest)Underwriting—Stabilization” in the Preliminary Prospectus Supplement and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsFinal Prospectus Supplement. The indemnity agreement set forth in this Section 8(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Prokidney Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all other expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the sentence following the table on the cover page, the table following the first paragraph, the second paragraph and the eighth through tenth paragraphs under the caption “Plan of DistributionUnderwriting” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b7(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Amerivest Properties Inc)

Indemnification of the Company, its Directors and Officers. Each The Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, and the Operating Partnership against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such the Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative Underwriter has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) in the sixth paragraph on the cover page of the prospectus supplement and (B) in the third, ninth and tenth paragraphs under the caption “Underwriting (Conflict of Interest)” "Underwriting" in the Preliminary Prospectus prospectus supplement; and the IPO Prospectus, and the Underwriter confirms that such statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsare correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each the Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (RFS Hotel Investors Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the third, ninth and tenth paragraphs under the caption Underwriting (Conflict Underwriting—Conflicts of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as a court of competent jurisdiction shall have determined by a final, unappealable judgment that such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, the Preliminary Prospectus the Time of Sale Prospectus, any free writing prospectus that the Company has used, referred to or any amendment theretofiled, or any is required to file, pursuant to Rule 433(d) of the Securities Act or the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusPreliminary Prospectus, the Time of Sale Prospectus, such Section 5(dfree writing prospectus that the Company has used, referred to or filed, or is required to file, pursuant to Rule 433(d) Written Communication or of the Securities Act, the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Representatives and the Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectusthe Preliminary Prospectus, the Time of Sale Prospectus, any Section 5(dfree writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) Written Communication of the Securities Act or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (i) in the paragraphs first and second sentence of the first paragraph under the subheading “Commissions and Expenses” under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Time of Sale Prospectus and the IPO Prospectus, Prospectus and the statements set forth (ii) in the paragraphs first and last sentence under the subheading “Stabilization,” under the caption “Plan of DistributionUnderwriting” in the Market Making Prospectus: (x) the list Time of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances Sale Prospectus and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsProspectus. The indemnity agreement set forth in this Section 8(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Vantage Drilling CO)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the IPO Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all reasonable and documented expenses (including the reasonable and documented fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the IPO Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances first sentence in the third paragraph and the Underwriter’s intention not to make sales to discretionary accounts; third sentence in the fourth paragraph, and (z) the paragraphs related to stabilization, syndicate covering transactions first sentence in the first paragraph and penalty bidsthe first sentence in the sixth paragraph under the heading “Stabilization,” in the Preliminary Prospectus and the IPO Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Tekkorp Digital Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs section entitled "Discretionary Accounts" under the caption “Plan of Distribution” "Underwriting" in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Spirit Finance Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any reasonable legal and all expenses (including the fees and disbursements of counsel) other expense reasonably incurred, as such expenses are incurred incurred, by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the table in the first paragraph and as the third, ninth, tenth, eleventh, thirteenth and sixteenth paragraphs under the caption “Plan of Distribution” "Underwriting" in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b8(c) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Mykrolis Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Forum Merger II Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, Company or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are (i) the following statements set forth in the first paragraph under the caption “Underwriting—Commissions and Discounts,” (ii) the statements set forth in the first and second paragraphs under the caption “Underwriting Underwriting—Short Positions,” (Conflict iii) the first clause of Interest)the third sentence under the caption “Risk Factors—An active trading market for the notes may not develop.” and (iv) the third sentence under the caption “Underwriting—New Issue of Notes” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Otter Tail Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs fifth paragraph of the text on the cover page, the first paragraph of the text under the caption “Underwriting (Conflict — Commissions and Discounts” on page S-20 and the first paragraph of Interest)the text under the caption “Underwriting — Short Positionson page S-21 in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Allied World Assurance Co Holdings LTD)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action, subject to the limitations set forth in Section 8(c). The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectusIssuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in (i) the paragraphs last paragraph on the front cover of the Preliminary Prospectus regarding delivery of the Notes, and (ii) the third full paragraph under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Toro Co)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) other expense as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” [ ] in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Toyota Motor Corp/)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act and Regulations or the Exchange ActAct and Regulations, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities ActAct and Regulations, the Exchange ActAct and Regulations, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” [insert applicable paragraphs] in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Takeda Pharmaceutical Co LTD)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representative expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the third, ninth and tenth paragraphs under the caption Underwriting (Conflict Underwriting—Conflicts of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in paragraph five (the paragraphs under first sentence only) and paragraph eight (third sentence only) in the caption section entitled Underwriting (Conflict Underwriting; Conflicts of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement obligation set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Bard C R Inc /Nj/)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act and Regulations or the Exchange ActAct and Regulations, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities ActAct and Regulations, the Exchange ActAct and Regulations, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” [insert applicable paragraphs] in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Takeda Pharmaceutical Co LTD)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become becomes subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment theretopreliminary prospectus, the Time of Sale Prospectus, or any the Prospectus (or such amendment or supplement thereto), or arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statementstherein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing on behalf of the Underwriters expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to thereto) is (i) the foregoing) are first paragraph of text under the following statements set forth in the paragraphs subheading “Underwriting Discount and Expenses” under the caption “Underwriting Underwriting,” (Conflict of Interest)ii) the first and second paragraphs under the subheading “Price Stabilization, Short Positions and Penalty Bids, Passive Market Makingin the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of DistributionUnderwriting,” in each case in the Market Making Initial Prospectus and the Prospectus: , and (xiii) the list of Underwriters and their respective roles and participation in first paragraph under the sale of subheading “Relationship with the Offered Securities; (y) Underwriters” under the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. caption “Underwriting.” The indemnity agreement set forth in this Section 8(b9(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Red Mountain Resources, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the table in the first paragraph and the ninth through fifteenth paragraphs under the caption “Plan of DistributionUnderwriting” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Molina Healthcare Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) as the paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters and (B) in the table in the first paragraph and as the second, fourth and eighth paragraphs under the caption “Underwriting (Conflict of Interest)” "Underwriting" in the Preliminary Prospectus Prospectus; and the IPO Prospectus, and the Underwriters confirm that such statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsare correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Megabios Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the table in the first, tenth, twelfth, fourteenth and sixteenth paragraphs under the caption “Plan of DistributionUnderwriting” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Acorda Therapeutics Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the third, eighth and ninth paragraphs under the caption “Underwriting (Conflict Conflicts of InterestInterests)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Perkinelmer Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by or on behalf of any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the reasonable fees and disbursements of counselcounsel chosen by the Company) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by or on behalf of any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the fourth, sixth (third sentence only), seventh, eighth, ninth, twelfth and thirteenth paragraphs under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Church & Dwight Co Inc /De/)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) as the last paragraph on the inside front cover page of the Prospectus concerning stabilization by the Underwriters and (B) in the paragraphs table in the first paragraph and as the second paragraph under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus Prospectus; and the IPO Prospectus, and the Underwriters confirm that such statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsare correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Coorstek Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs table in the first paragraph and as the ninth paragraph under the caption “Plan of DistributionUnderwriting” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsUnderwriters confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Aeroflex Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Marketing Material, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Marketing Material, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption heading Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances and first sentence in the Underwriter’s intention not to make sales to discretionary accounts; third paragraph, the third sentence in the fourth paragraph, the fifth paragraph (except for the last sentence therein), and (z) the paragraphs related to stabilizationfirst sentence in the first paragraph, syndicate covering transactions the third sentence in the second paragraph and penalty bidsthe first sentence in the sixth paragraph under the heading “Stabilization”, in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Arya Sciences Acquisition Corp.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the sixth, eleventh and thirteenth paragraphs and the third sentence of the tenth paragraph under the caption section entitled Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Fluor Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company and the Underwriters hereby acknowledges agree that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to thereto) is the foregoing) are the following statements set forth information appearing in the fourth, twelfth, and sixteenth through nineteenth paragraphs under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Active Network Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing by such Underwriter expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the information concerning selling concessions and discounts contained under the caption “Underwriting — Commissions and Discounts” and the information concerning stabilizing activities contained in the paragraphs under the caption “Underwriting (Conflict of Interest)— Short Positions” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (FNB Corp/Fl/)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, any preliminary prospectus or the Prospectus (or any amendment or supplement thereto), or any arises out of or is based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such any preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Underwriters have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth (A) as the last [two] paragraphs on the inside front cover page of the Prospectus concerning stabilization [and passive market making] by the Underwriters and (B) in the paragraphs table in the first paragraph and as the second paragraph [second and [___] paragraphs] under the caption “Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus Prospectus; and the IPO Prospectus, and the Underwriters confirm that such statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsare correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Threshold Pharmaceuticals Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or the omission or alleged omission to state therein a material fact necessary in order to make the statements, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement), in reliance upon and in conformity with information relating to such Underwriter furnished to the Company by the Representative in writing expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all expenses (including the fees and disbursements of counsel) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making ProspectusUnderwriting”: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; , (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; accounts and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids, in the Preliminary Prospectus and the Prospectus. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (AMCI Acquisition Corp. II)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by any Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any amendment or supplement to the foregoing) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Energen Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability damage or expenseliability, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any and all out-of-pocket expenses (including the fees and disbursements of counsel) as such expenses are reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under first and second sentence of the caption fifth paragraph, the third sentence in the seventh paragraph and the third and fifth sentence of the fifteenth paragraph in the section entitled Underwriting (Conflict of Interest)Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (CBOE Holdings, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the third, fifth, sixth and seventh paragraphs under the caption “Underwriting (Conflict Underwriting” and the third sentence of Interest)the fourth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Ross Stores Inc)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs first sentence of the fifth paragraph under “Underwriting—Commissions and Discounts” related to the caption terms of the offering, the third sentence of the seventh paragraph under Underwriting (Conflict Underwriting—New Issue of Interest)Notesrelated to market making and the ninth paragraph under “Underwriting—Short Positions” related to short sales, each in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Westinghouse Air Brake Technologies Corp)

Indemnification of the Company, its Directors and Officers. Each Underwriter agrees, severally and not jointly, 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 the Securities Act or the Exchange Act, against any loss, claim, damage, liability or expense, as incurred, to which the Company, Company or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such Underwriter), insofar as such loss, claim, damage, liability or expense (or actions in respect thereof as contemplated below) arises out of or is based upon (i) upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, or any amendment thereto, or any the omission or alleged omission to state therein therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading misleading; or (ii) upon any untrue statement or alleged untrue statement of a material fact included contained in any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto) or the omission or alleged omission to state therein therefrom of a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectusany Company Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Underwriter through the Representative in writing Representatives expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses (including the fees and disbursements of counsel) as such expenses are other expense reasonably incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has furnished to the Company by any Underwriter through the Representatives expressly for use in the Registration Statement, any preliminary prospectusCompany Additional Written Communication, any Issuer Free Writing Prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication Preliminary Prospectus or the Prospectus (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the third, seventh, eighth and ninth paragraphs under the caption “Underwriting (Conflict Underwriting” and the third sentence of Interest)the sixth paragraph under the caption “Underwriting” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered Securities; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bids. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter may otherwise have.

Appears in 1 contract

Samples: Underwriting Agreement (Ross Stores, Inc.)

Indemnification of the Company, its Directors and Officers. Each Underwriter Initial Purchaser agrees, severally and not jointly, 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 Act or Section 20 of the Exchange Act, against any loss, claim, damage, liability damage or expenseliability, as incurred, to which the Company, or any such director, officer or controlling person may become subject, under the Securities Act, the Exchange Act, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation, if such settlement is effected with the written consent of such UnderwriterInitial Purchaser), insofar as such loss, claim, damage, damage or liability or expense (or actions in respect thereof as contemplated belowthereof) arises out of or is based upon (i) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement, Offering Memorandum (or any amendment or supplement thereto), or any omission arises out of or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading or (ii) any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus (or any such amendment or supplement) or is based upon the omission or alleged omission to state therein a material fact necessary in order to make the statementsstatements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, extent that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, such preliminary prospectus, the Time of Sale Prospectus, such Section 5(d) Written Communication or the Prospectus Offering Memorandum (or any such amendment or supplementsupplement thereto), in reliance upon and in conformity with written information relating to such Underwriter furnished to the Company by such Initial Purchaser through the Representative in writing Initial Purchasers expressly for use therein; and to reimburse the Company, or any such director, officer or controlling person for any legal and all expenses other expense reasonably incurred (including the reasonable fees and disbursements of counselcounsel chosen by the Company) as such expenses are incurred by the Company, or any such director, officer or controlling person in connection with investigating, defending, settling, compromising or paying any such loss, claim, damage, liability, expense or action. The Company hereby acknowledges that the only information that the Representative has Initial Purchasers have furnished to the Company expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, any Section 5(d) Written Communication or the Prospectus Offering Memorandum (or any amendment or supplement to the foregoingthereto) are the following statements set forth in the paragraphs under the caption “Underwriting (Conflict of Interest)” in the Preliminary Prospectus and the IPO Prospectus, and the statements set forth in the paragraphs under the caption “Plan of Distribution” in the Market Making Prospectus: (x) the list of Underwriters and their respective roles and participation in the sale of the Offered SecuritiesSchedule B; (y) the sentences related to concessions and reallowances and the Underwriter’s intention not to make sales to discretionary accounts; and (z) the paragraphs related to stabilization, syndicate covering transactions and penalty bidsInitial Purchasers confirm that such statements are correct. The indemnity agreement set forth in this Section 8(b) shall be in addition to any liabilities that each Underwriter Initial Purchaser may otherwise have.

Appears in 1 contract

Samples: Purchase Agreement (Bearingpoint Inc)

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