Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 9 contracts
Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, Company and its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, reasonable legal fees and other reasonable expenses incurred in a connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information in the sixth and seventh paragraphs and the third fourth sentence of the eighth paragraph and the ninth paragraph, each under the caption heading “Underwriting (Conflicts Plan of interest)Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.”
Appears in 7 contracts
Samples: Purchase Agreement (Netflix Inc), Purchase Agreement (Netflix Inc), Purchase Agreement (Netflix Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists only of the following paragraphs information contained in the Preliminary last paragraph on the front cover of the Prospectus regarding delivery of the Securities and the Prospectus: third paragraph, the information in third and fourth sentences of the fifth paragraph and the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption heading “Underwriting (Conflicts of interest)Underwriting” in the Prospectus.”
Appears in 5 contracts
Samples: Underwriting Agreement (Raytheon Co/), Underwriting Agreement (Raytheon Co/), Underwriting Agreement (Raytheon Co/)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: (i) the information names of the Underwriters set forth in the sixth table of underwriters immediately below the first paragraph; (ii) the first sentence of the second full paragraph; (iii) the concession and seventh paragraphs and reallowance figures appearing in the third full paragraph; (iv) the third sentence of the eighth seventh full paragraph; (v) the ninth paragraph and (vi) the tenth paragraph, each under the caption “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 4 contracts
Samples: Underwriting Agreement (First American Financial Corp), Underwriting Agreement (First American Financial Corp), Underwriting Agreement (First American Financial Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) aboveSection 7(a), but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: (i) the names of the Underwriters on the cover pages of the Preliminary Prospectus and the Prospectus; (ii) the names of the Underwriters in the table in the first paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and ; (iii) the third sentence of paragraph under the caption “Underwriting”; (iv) the second and third sentences in the eighth paragraph under the caption “Underwriting Underwriting;” and (Conflicts of interest)v) the ninth paragraph under the caption “Underwriting”.”
Appears in 4 contracts
Samples: Underwriting Agreement (Avery Dennison Corp), Underwriting Agreement (Avery Dennison Corp), Underwriting Agreement (Avery Dennison Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages damages, liabilities or liabilities expenses that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Time of Sale Information, it being understood and agreed that the only such information consists only of the following paragraphs following: the statements contained (i) in the Preliminary Prospectus and the Prospectus: the information fifth paragraph, (ii) in the sixth and seventh paragraphs and the third sentence of the eighth paragraph (which, for the avoidance of doubt, describes the market (or lack thereof) for the Securities), and (iii) in the tenth paragraph, in each case under the caption heading “Underwriting (Conflicts Underwriting” in the Time of interest)Sale Information and in the Prospectus and, with respect to each Underwriter, such Underwriter’s name as it appears on the cover thereof.”
Appears in 3 contracts
Samples: Underwriting Agreement (Brunswick Corp), Underwriting Agreement (Brunswick Corp), Underwriting Agreement (Brunswick Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its Company and the Subsidiary Guarantors and their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or a Subsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in following: the Preliminary Prospectus and last paragraph on the cover of the Prospectus: ; the information in 5th paragraph of the sixth and seventh paragraphs and Underwriting section of the third Prospectus; the 3rd sentence of the eighth 7th paragraph under of the caption “Underwriting (Conflicts section of interest)the Prospectus; and the 8th paragraph of the Underwriting section of the Prospectus.”
Appears in 3 contracts
Samples: Underwriting Agreement (Advance Auto Parts Inc), Underwriting Agreement (Advance Auto Parts Inc), Underwriting Agreement (Advance Auto Parts Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless (i) the CompanyCompany and each of the Guarantors, its (ii) each of their respective directors and officers who signed the Registration Statement and (iii) each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: the third and fourth sentences of the fourth paragraph and the ninth paragraph in the Preliminary Prospectus and section entitled “Underwriting” in the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 3 contracts
Samples: Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages damages, liabilities or liabilities expenses that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or the Time of Sale Information, it being understood and agreed that the only such information consists only of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information statements contained (i) in the sixth and seventh paragraphs and paragraph, (ii) in the third second sentence of the eighth tenth paragraph (which, for the avoidance of doubt, describes the market (or lack thereof) for the Securities), and (iii) in the twelfth paragraph, in each case under the caption heading “Underwriting (Conflicts Underwriting” in the Time of interest)Sale Information and in the Prospectus and, with respect to each Underwriter, such Underwriter’s name as it appears on the cover thereof.”
Appears in 3 contracts
Samples: Underwriting Agreement (Brunswick Corp), Underwriting Agreement (Brunswick Corp), Underwriting Agreement (Brunswick Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: the third paragraph, the second and third sentence of the sixth paragraph and the tenth paragraph in the “Underwriting” section of the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 3 contracts
Samples: Underwriting Agreement (Omnicare Inc), Underwriting Agreement (Omnicare Inc), Underwriting Agreement (Omnicare Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and 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 Act) the Company or any of the Guarantors to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: the information contained in the third sentence of the fourth paragraph and the first sentence of the seventh paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 3 contracts
Samples: Underwriting Agreement (Rosetta Resources Inc.), Underwriting Agreement (Rosetta Resources Inc.), Underwriting Agreement (Rosetta Resources Inc.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph Prospectus under the caption “Underwriting (Conflicts of interestInterest)”: the first, second and third sentences of the fourth paragraph (regarding public offering price, selling concession and reallowance); the fifth sentence of the seventh paragraph (regarding marketing making); the eighth and ninth sentences of the seventh paragraph (regarding open market transactions); and the first sentence of the ninth paragraph (regarding penalty bids).”
Appears in 2 contracts
Samples: Underwriting Agreement (Brown & Brown, Inc.), Underwriting Agreement (Brown & Brown, Inc.)
Indemnification of the Company. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) aboveof this Section 7, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereof, the ProspectusStatement, any Issuer Free Writing Prospectus or Prospectus, any of the other Time of Sale Information (including any of the other Time of Sale Information that has subsequently been amended), any Issuer Written Communication, any road show or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Underwriter consists of the following paragraphs following: the statements concerning the Underwriter contained in the Preliminary Prospectus first and second paragraphs under the subsection “Price stabilization and short positions” under the heading “Underwriting” in the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 2 contracts
Samples: Underwriting Agreement (United States Steel Corp), Underwriting Agreement (United States Steel Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs third paragraph of the text under the caption “Underwriting”, and in the Preliminary Prospectus Supplement and Prospectus Supplement concerning the Prospectus: terms of the information in offering, including the concession to certain dealers, by the Underwriters; the sixth and seventh paragraphs and the third sentence of the eighth paragraph text under the caption “Underwriting (Conflicts of interest)Underwriting” in the Preliminary Prospectus Supplement and the Prospectus Supplement relating to stabilization and market making.”
Appears in 2 contracts
Samples: Underwriting Agreement (Carpenter Technology Corp), Underwriting Agreement (Carpenter Technology Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectusfurnished on behalf of each Underwriter: the information contained in the sixth and seventh paragraphs and the third sentence of the eighth thirteenth paragraph under the caption “Underwriting (Conflicts of interest)Underwriting.”
Appears in 2 contracts
Samples: Underwriting Agreement (Cheesecake Factory Inc), Underwriting Agreement (Cheesecake Factory Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in second and third sentences of the sixth and seventh paragraphs and third paragraph, the third sentence of the seventh paragraph, the eighth paragraph and the second and third sentences of the tenth paragraph under the caption “Underwriting (Conflicts of interest)Underwriting.”
Appears in 2 contracts
Samples: Underwriting Agreement (Delta Air Lines Inc /De/), Underwriting Agreement (Delta Air Lines Inc /De/)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless (i) the CompanyCompany and each of the Guarantors, its (ii) each of their respective directors and officers who signed the Registration Statement and (iii) each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information in the sixth and seventh paragraphs and the third sentence of the sixth paragraph and the eighth paragraph under in the caption section entitled “Underwriting (Conflicts of interest)Underwriting” in the Prospectus.”
Appears in 2 contracts
Samples: Underwriting Agreement (T-Mobile US, Inc.), Underwriting Agreement (T-Mobile US, Inc.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the ProspectusPricing Disclosure Package, any Issuer Free Writing the Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Preliminary Prospectus or any Issuer Free Writing Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectusfurnished on behalf of each Underwriter: the information contained in the sixth fourth, sixth, eleventh and seventh twelfth paragraphs and the third second sentence of the eighth fourteenth paragraph under the caption “Underwriting Underwriting” (Conflicts of interestthe “Underwriter Information”).”
Appears in 2 contracts
Samples: Underwriting Agreement (Dynex Capital Inc), Underwriting Agreement (Dynex Capital Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus (including the Investor Presentation) or any Time of Sale Information, it being understood and agreed that the only such information consists of the following paragraphs following: the concession and reallowance figures appearing in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest)Underwriting” in the Prospectus and the information contained in the sixth paragraph relating to stabilization under the caption “Underwriting” in the Prospectus.”
Appears in 2 contracts
Samples: Underwriting Agreement (Agilent Technologies, Inc.), Underwriting Agreement (Agilent Technologies, Inc.)
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by any Initial Purchaser consists of the following paragraphs information in the Preliminary Prospectus and the ProspectusOffering Memorandum furnished on behalf of each Initial Purchaser: the information contained in the sixth fourth and seventh paragraphs and the third sentence fifth sentences of the eighth paragraph under the caption “Underwriting (Conflicts Plan of interest)distribution” and the information contained in the thirteenth and fourteenth paragraphs under the caption “Plan of distribution”, in each case in the Preliminary Offering Memorandum and the Offering Memorandum.”
Appears in 2 contracts
Samples: Purchase Agreement (Navistar International Corp), Purchase Agreement (Navistar International Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and 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 to the same extent as the indemnity set forth in paragraph (aSection 7(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus: (i) the information in the sixth and seventh paragraphs and the third sentence of the eighth fourth paragraph under the caption “Underwriting (Conflicts conflicts of interest)”, which paragraph relates to selling arrangements; (ii) the third sentence of the ninth paragraph under the caption “Underwriting (conflicts of interest)”, which sentence relates to market-making; and (iii) the seventh paragraph under the caption “Underwriting (conflicts of interest),” which paragraph relates to stabilizing transactions.”
Appears in 2 contracts
Samples: Underwriting Agreement (Cimarex Energy Co), Underwriting Agreement (Cimarex Energy Co)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Canadian Prospectus, the U.S. Prospectus, any Issuer Free Writing Prospectus or any the Time of Sale Information (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Canadian Prospectus and the ProspectusU.S. Prospectus furnished on behalf of each Underwriter: the information statements concerning the Underwriters in the sixth and seventh paragraphs and the third each sentence of the eighth paragraph eleventh and twelfth paragraphs, in each case, under the caption “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 2 contracts
Samples: Underwriting Agreement (Goldcorp Inc), Underwriting Agreement (Goldcorp Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly specifically for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph Prospectus under the caption “Underwriting (Conflicts of interestInterest)”: (i) the information contained in the third paragraph, (ii) the information contained in the third sentence of the sixth paragraph and (iii) the information contained in the seventh paragraph.”
Appears in 2 contracts
Samples: Underwriting Agreement (Flex Ltd.), Underwriting Agreement (Flex Ltd.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: (i) the initial public offering price, (ii) the names of the Underwriters on the cover pages of the Preliminary Prospectus and the Prospectus and (iii) under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus: , (A) the information in list of Underwriters, (B) the sixth fourth paragraph related to concessions and reallowances and (C) the seventh and eighth paragraphs related to stabilization and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest)syndicate covering transactions.”
Appears in 2 contracts
Samples: Underwriting Agreement (Prudential Financial Inc), Underwriting Agreement (Prudential Financial Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, or any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)the Pricing Disclosure Package, it being understood and agreed that the only such information consists of the following paragraphs language under the caption “Underwriting” in the Preliminary Pricing Prospectus and the Prospectus: the information appearing in the sixth and seventh paragraphs and third paragraph, the third first sentence of the sixth paragraph, the first sentence of the seventh paragraph and the eighth paragraph under the caption “Underwriting (Conflicts of interest)such caption.”
Appears in 2 contracts
Samples: Underwriting Agreement (Keysight Technologies, Inc.), Underwriting Agreement (Keysight Technologies, Inc.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information in the fifth paragraph (second sentence only), sixth paragraph, seventh paragraph (first sentence only) and seventh paragraphs and the third sentence of the eighth eight paragraph under the caption “Underwriting (Conflicts of interestUnderwriting”).”
Appears in 2 contracts
Samples: Underwriting Agreement (Domtar CORP), Underwriting Agreement (Domtar CORP)
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information contained in the sixth third and seventh paragraphs fourth sentences of the eleventh paragraph and the third sentence of the eighth paragraph fourteenth paragraph, respectively, under the caption “Underwriting (Conflicts Plan of interest)Distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.”
Appears in 2 contracts
Samples: Purchase Agreement (Oasis Petroleum Inc.), Purchase Agreement (Oasis Petroleum Inc.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless each of the Company, its directors and the Guarantors, their respective directors, officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter or through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus: the information selling concession and reallowance figures appearing in the sixth and seventh paragraphs third paragraph and the third sentence of ninth paragraph relating to the eighth paragraph Underwriters’ stabilization activities under the caption “Underwriting (Conflicts of interest)Underwriting.”
Appears in 2 contracts
Samples: Underwriting Agreement (Penn Virginia Corp), Underwriting Agreement (Penn Virginia Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and the Guarantors, their directors, their officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting Underwriting” in the Prospectus, the concession and reallowance figures in the third paragraph and the market stabilization activities described in the fifth (Conflicts of interest)third sentence only) and eighth paragraphs.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and the Guarantors, their respective directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or a Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative, expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by or on behalf of any Underwriter consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and Prospectus furnished on behalf of each Underwriter: the third first sentence of the fifth paragraph and the eighth paragraph under the caption “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 1 contract
Samples: Underwriting Agreement (Jarden Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the third paragraph, sixth paragraph (third sentence) and seventh paragraphs and the third sentence of the eighth paragraph under the caption heading “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: (i) the concession and reallowance figures appearing in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting Underwriting” and (Conflicts of interest)ii) the information relating to stabilizing transactions, penalty bids and syndicate covering transactions in the ninth and tenth paragraphs under the caption “Underwriting”.”
Appears in 1 contract
Samples: Underwriting Agreement (People's United Financial, Inc.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Time of Sale Information (including any Time of Sale Information that has subsequently been amended), it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectusfurnished on behalf of each Underwriter: the information contained in the sixth fourth paragraph, tenth paragraph (the first two sentences of such paragraph only) and seventh paragraphs and the third sentence of the eighth fifteenth paragraph describing passive market making under the caption “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 1 contract
Indemnification of the Company. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors and each of the Guarantors, each of their respective directors, each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following following: the fifth and sixth paragraphs under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus: the following information in the sixth and seventh paragraphs and Issuer Free Writing Prospectus dated December 7, 2005: the third final sentence of the eighth first paragraph under of the caption “Underwriting (Conflicts of interest)legend in the final pricing term sheet.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter any Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofPreliminary Memorandum, the Prospectus, any Issuer Free Writing Prospectus Final Memorandum or any Time of Sale Information (or in any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Initial Purchaser consists of the following paragraphs information in the Preliminary Prospectus Memorandum and Final Memorandum furnished on behalf of each Initial Purchaser: (i) the Prospectus: the information statements set forth in the sixth last paragraph of the cover page regarding delivery of the Securities and seventh paragraphs and (ii), under the third heading “Plan of Distribution”, (A) the fourth sentence of the eighth seventh paragraph under and (B) the caption “Underwriting (Conflicts of interest)tenth and eleventh paragraphs.”
Appears in 1 contract
Samples: Purchase Agreement (Novavax Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Preliminary Prospectus, any of the other Time of Sale Information, any Issuer Free Writing Prospectus or any Time of Sale Information the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs following: the information contained in the third and fourth sentences of the seventh and ninth paragraphs, respectively, under the captions “Underwriting” in the Preliminary Prospectus and “Underwriting” in the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of (i) the following paragraphs in third paragraph, (ii) the Preliminary Prospectus third and the Prospectus: the information in fourth sentences of the sixth and paragraph, (iii) the seventh paragraphs and paragraph, (iv) the third first sentence of the eighth ninth paragraph, (v) the tenth paragraph and (vi) the eleventh paragraph under the caption “Underwriting (Conflicts of interest)Interest)”in the Preliminary Prospectus and the Prospectus.”
Appears in 1 contract
Samples: Underwriting Agreement (Fidelity National Information Services, Inc.)
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser either directly or through the Representatives Representative expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information in the sixth and seventh paragraphs and the third first sentence of the eighth third paragraph, the fourth sentence of the fourteenth paragraph, the sixteenth paragraph and the seventeenth paragraph under the caption “Underwriting (Conflicts Plan of interest)Distribution” in the Offering Memorandum.”
Appears in 1 contract
Samples: Purchase Agreement (Avaya Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in third paragraph, the sixth and seventh paragraphs paragraph and the third sentence of and fourth sentences in the eighth paragraph under the caption heading “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 1 contract
Samples: Underwriting Agreement (Take Two Interactive Software Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement (Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, or any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)the Pricing Disclosure Package, it being understood and agreed that the only such information consists of the following paragraphs language under the caption “Underwriting” in the Preliminary Pricing Prospectus and the Prospectus: the information appearing in the sixth fifth, seventh, eighth and seventh ninth paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest)such caption.”
Appears in 1 contract
Samples: Underwriting Agreement (Keysight Technologies, Inc.)
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and 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 Act) the Company or any of the Guarantors to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information contained in the sixth and seventh paragraphs third and the third sentence fourth sentences of the eighth tenth paragraph and the twelfth paragraph under the caption “Underwriting (Conflicts Plan of interest)distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) aboveof this Section 7, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: the statements concerning the Underwriters contained in (i) the first paragraph under the subsection “Commissions and discounts” under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and , (ii) the third sentence of the eighth paragraph under the caption subsection “Underwriting New issue of notes” under the heading “Underwriting” in the Prospectus, and (Conflicts of interest)iii) the first and second paragraphs under the subsection “Price stabilization and short positions” under the heading “Underwriting” in the Prospectus.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its the Guarantor, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs information in the Preliminary Prospectus and the ProspectusOffering Memorandum: the information in the sixth and seventh paragraphs and the third 4th sentence of the eighth 8th paragraph and the 10th paragraph under the caption “Underwriting (Conflicts Plan of interest)Distribution.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in third paragraph, the third and fourth sentences of the sixth and seventh paragraphs paragraph and the third sentence of the eighth seventh paragraph under the caption heading “Underwriting (Conflicts of interest)Underwriting.”
Appears in 1 contract
Samples: Underwriting Agreement (American Equity Investment Life Holding Co)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Preliminary Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth Prospectus furnished on behalf of each Underwriter: the statements set forth in the third, eighth, ninth, tenth, eleventh and seventh twelfth paragraphs and the third sentence of the eighth paragraph under the caption heading “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 1 contract
Samples: Underwriting Agreement (Central European Media Enterprises LTD)
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser either directly or through the Representatives Representative expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information in the sixth and seventh paragraphs and the third first sentence of the eighth third paragraph, the fourth sentence of the fourteenth paragraph, the sixteenth paragraph and the seventeenth paragraph under the caption “Underwriting (Conflicts Plan of interest)distribution” in the Offering Memorandum.”
Appears in 1 contract
Samples: Purchase Agreement (Avaya Inc)
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information included in in the sixth third paragraph, the fourth and fifth sentences of the seventh paragraphs paragraph, the ninth paragraph and the third sentence of the eighth paragraph tenth paragraph, respectively, under the caption “Underwriting (Conflicts Plan of interest)distribution” in the Preliminary Offering Memorandum and the Offering Memorandum.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the directors and officers of the Company who signed the Registration Statement and each person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Preliminary Prospectus, any of the other Time of Sale Information, any Issuer Free Writing Prospectus or any Time of Sale Information the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information contained in the sixth fourteenth and seventh fifteenth paragraphs and the third sentence of the eighth paragraph under the caption captions “Underwriting (Conflicts of interestInterest)” in the Preliminary Prospectus.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), or any Time of Sale Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and Prospectus furnished on behalf of each Underwriter: [the third concession figure appearing in the first sentence of the eighth third paragraph under the caption “Underwriting (Conflicts of interest)Underwriting”, the information contained in the tenth and eleventh paragraphs under the caption “Underwriting”.”]
Appears in 1 contract
Samples: Underwriting Agreement (Navios Maritime Acquisition CORP)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such the Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectusfurnished on behalf of each Underwriter: the information contained in the sixth and seventh paragraphs and the third last sentence of the eighth paragraph 7th paragraph, and the information contained in the 12th, 13th, 14th and 15th paragraphs, under the caption “Underwriting (Conflicts of interest)Underwriting.”
Appears in 1 contract
Samples: Underwriting Agreement (Central European Distribution Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, any Preliminary Prospectus, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information in the sixth and seventh paragraphs and the paragraph (third sentence of the only), eighth paragraph, ninth paragraph (first sentence only) and tenth paragraph under the caption “Underwriting (Conflicts of interestUnderwriting”).”
Appears in 1 contract
Samples: Underwriting Agreement (Domtar CORP)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (aSection 7(a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Time of Sale Information, it being understood and agreed that the only such information consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph Prospectus set forth under the caption “Underwriting Underwriting”: (Conflicts i) the names of interest)the Underwriters in the table set forth in the first paragraph, (ii) the amount of the selling concession set forth in the third paragraph and (iii) the statements regarding stabilizing transactions set forth in the twelfth and thirteenth paragraphs.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereof, the ProspectusPreliminary Offering Memorandum, any Issuer Free Writing Prospectus or any of the other Time of Sale Information or the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs following: the statements concerning the Initial Purchasers contained in the Preliminary Prospectus third paragraph, the fifth and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence sentences of the eighth paragraph and the tenth paragraph under the caption “Underwriting (Conflicts Plan of interest)distribution” in the Preliminary Offering Memorandum and the Offering Memorandum and, with respect to each Initial Purchaser, such Initial Purchaser’s name as it appears on the cover of the Preliminary Offering Memorandum and the Offering Memorandum.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly specifically for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph Prospectus under the caption “Underwriting Underwriting”: (Conflicts i) the information contained in the third paragraph, (ii) the information contained in the second sentence of interest)the seventh paragraph and (iii) the information contained in the ninth paragraph.”
Appears in 1 contract
Samples: Underwriting Agreement (Flex Ltd.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities (including, without limitation, legal fees and other expenses incurred in connection with any suit, action or proceeding or any claim asserted, as such fees and expenses are incurred) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph Prospectus under the caption “Underwriting (Conflicts of interestInterest)”: the first, second and third sentences of the fourth paragraph (regarding public offering price, selling concession and reallowance); the fifth sentence of the seventh paragraph (regarding marketing making); the first and second sentences of the eighth paragraph (regarding open market transactions); and the first sentence of the tenth paragraph (regarding penalty bids).”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Preliminary Prospectus (or any amendment or supplement thereto), including the Prospectus (or any Rule 430 Information deemed to be a part thereof, the Prospectusamendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectusfollowing: the information contained in paragraphs 3 and 6 appearing under the heading “Underwriting” in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest)Prospectus.”
Appears in 1 contract
Samples: Underwriting Agreement (Starwood Hotel & Resorts Worldwide, Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any written information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly specifically for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the ProspectusProspectus under the caption “Underwriting”: (i) the information contained in the sixth and seventh paragraphs and third paragraph, (ii) the information contained in the third sentence of the eighth seventh paragraph under and (iii) the caption “Underwriting (Conflicts of interest)information contained in the ninth paragraph.”
Appears in 1 contract
Samples: Underwriting Agreement (Flex Ltd.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Preliminary Prospectus (or any amendment or supplement thereto), including the Prospectus (or any Rule 430 Information deemed to be a part thereof, the Prospectusamendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: the second sentence of the third paragraph under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus: the information in ; the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest)Underwriting” in the Preliminary Prospectus and the Prospectus.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and the Guarantors, their respective directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or a Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by or on behalf of any Underwriter consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and Prospectus furnished on behalf of each Underwriter: the first sentence of the third paragraph, the first sentence of the eighth paragraph and the ninth and tenth paragraphs under the caption “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 1 contract
Samples: Underwriting Agreement (Jarden Corp)
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its the Guarantor, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or the Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs following: the statements contained (I) in the Preliminary Prospectus fourth and fifth sentences of the Prospectus: the information tenth paragraph, and (ii) in the first and sixth and seventh paragraphs and the third sentence sentences of the eighth paragraph twelfth paragraph, in each case under the caption heading “Underwriting (Conflicts Plan of interest)distribution” in the Time of Sale Information and in the Offering Memorandum and, with respect to each Initial Purchaser, such Initial Purchaser’s name as it appears on the cover thereof.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its Company and the Subsidiary Guarantor and their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or the Subsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in following: the Preliminary Prospectus and last paragraph on the cover of the Prospectus: ; the information in fifth paragraph of the sixth and seventh paragraphs and “Underwriting” section of the Prospectus; the third sentence of the eighth seventh paragraph under of the caption “Underwriting (Conflicts Underwriting” section of interest)the Prospectus; and the ninth paragraph of the “Underwriting” section of the Prospectus.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter Initial Purchaser furnished to the Company in writing by such Underwriter Initial Purchaser through the Representatives Representative expressly for use in the Registration Statement (or Preliminary Offering Memorandum, any amendment thereto), including any Rule 430 Information deemed to be a part thereof, of the Prospectusother Time of Sale Information, any Issuer Free Writing Prospectus Written Communication or any Time of Sale Information the Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs following: (i) the names of the Initial Purchasers appearing on the cover page of the Preliminary Offering Memorandum; and (ii) the sixteenth paragraph of text of the “Plan of Distribution” in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest)Offering Memorandum.”
Appears in 1 contract
Samples: Purchase Agreement (Aventine Renewable Energy Holdings Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or either of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following following: the eighth and ninth paragraphs under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and each Guarantor, their respective directors, officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in following: the Preliminary Prospectus fourth (relating to concessions and reallowances), the fifth (related to market-making) and the Prospectus: the information in the sixth sixth, seventh and seventh eighth (related to stabilization, syndicate covering transactions and penalty bids) paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts Underwriting” in the Time of interest)Sale Information and Prospectus.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its Company and the Subsidiary Guarantors and their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or a Subsidiary Guarantor within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such any Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in following: the Preliminary Prospectus and last paragraph on the cover of the Prospectus: ; the information in fifth paragraph of the sixth and seventh paragraphs and “Underwriting” section of the Prospectus; the third sentence of the eighth seventh paragraph under of the caption “Underwriting (Conflicts Underwriting” section of interest)the Prospectus; and the ninth paragraph of the “Underwriting” section of the Prospectus.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the ProspectusPricing Disclosure Package, any Issuer Free Writing the Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Preliminary Prospectus or any Issuer Free Writing Prospectus, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectusfurnished on behalf of each Underwriter: the information contained in the sixth fourth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting Underwriting” (Conflicts of interestcollectively, the “Underwriter Information”).”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement (Statement, the Basic Prospectus, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, or any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)the Pricing Disclosure Package, it being understood and agreed that the only such information consists of the following paragraphs language under the caption “Underwriting” in the Preliminary Pricing Prospectus and the Prospectus: the information appearing in the sixth third, sixth, seventh and seventh eighth paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest)such caption.”
Appears in 1 contract
Samples: Underwriting Agreement (Keysight Technologies, Inc.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth first paragraph under the caption heading “Underwriting (Conflicts of interest)Interest) — Commissions and Discounts,” the information in the second and third paragraphs under the heading “Underwriting (Conflicts of Interest) — Price Stabilization, Short Positions” and the information under the heading “Underwriting (Conflicts of Interest) — Electronic Distribution.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Prospectus furnished on behalf of each Underwriter: (i) the names of the Underwriters on the cover page of the Preliminary Prospectus and the Prospectus; and (ii) the names of the Underwriters in the table under “Underwriting” in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 1 contract
Samples: Underwriting Agreement (McMoran Exploration Co /De/)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: (i) the statement made in the Preliminary last paragraph of the cover page of the Prospectus regarding delivery of the Securities and the Prospectus: the information (ii) in the sixth section of the Prospectus entitled “Underwriting,” (A) the name of each Underwriter and seventh paragraphs and its participation in the sale of the Securities, (B) the third sentence of paragraph regarding offers by the eighth Underwriters and selling concessions and (C) the tenth paragraph under the caption “Underwriting (Conflicts of interest)related to overallotments, stabilizing transactions and syndicate covering transactions.”
Appears in 1 contract
Samples: Underwriting Agreement (Teekay Corp)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the following paragraphs following: (i) the names of the underwriters on the cover page of the Prospectus and in the Preliminary Prospectus and table under the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth first paragraph under the caption heading “Underwriting Underwriting” and (Conflicts of interest)ii) the information set forth in the third paragraph, the third and fourth sentences in the eight paragraph and the tenth paragraph under the heading “Underwriting.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs following: (i) the concession and reallowance figures appearing in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting Underwriting” and (Conflicts ii) the information relating to stabilizing transactions, penalty bids and syndicate covering transactions in the eleventh and twelfth paragraphs (in the case of interest)the Preliminary Prospectus) and the tenth and the eleventh paragraphs (in the case of the Prospectus) under the caption “Underwriting”.”
Appears in 1 contract
Samples: Underwriting Agreement (People's United Financial, Inc.)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest)Underwriting.”
Appears in 1 contract
Indemnification of the Company. Each The Underwriter agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such the Underwriter furnished to the Company in writing by such the Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any road show or any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by the Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectus: the information concession and reallowance figures appearing in the sixth “Commissions and seventh paragraphs and the third sentence of the eighth Discounts” paragraph under the caption “Underwriting (Underwriting; Conflicts of interest)”.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives Representative expressly for use in the Registration Statement Statement, the Prospectus (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed that the only such information consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in third paragraph, the sixth and seventh paragraphs paragraph and the third sentence of and fourth sentences in the eighth paragraph under the caption heading “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 1 contract
Samples: Underwriting Agreement (Take Two Interactive Software Inc)
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the directors and officers of the Company who signed the Registration Statement and each person, if any, who controls the Company (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Preliminary Prospectus, any of the other Time of Sale Information, any Issuer Free Writing Prospectus or any Time of Sale Information the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following following: the information contained in the tenth and eleventh paragraphs under the captions “Underwriting” in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each Guarantor, their respective directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Issuer Free Writing Prospectus, any Time of Sale Information or any Marketing Materials, it being understood and agreed that the only such information consists of the following paragraphs following: the statements regarding the concession and reallowance figures appearing in the third paragraph, and the information relating to stabilization by the Underwriters in the ninth paragraph, all appearing under the caption “Underwriting” in the Preliminary Prospectus and the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its each of the Guarantors, each of their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors (within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act Act) to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives Representative expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Preliminary Prospectus, any Issuer Free Writing Prospectus or any of the other Time of Sale Information Information, any Issuer Written Communication or the Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following paragraphs following: the information contained in the third and fourth sentences of the seventh and ninth paragraphs, respectively, under the captions “Underwriting” in the Preliminary Prospectus and “Underwriting” in the Prospectus: the information in the sixth and seventh paragraphs and the third sentence of the eighth paragraph under the caption “Underwriting (Conflicts of interest).”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors and directors, 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by or on behalf of such Underwriter through the Representatives expressly for use in the Registration Statement Statement, the Prospectuses (or any amendment or supplement thereto), including any Rule 430 Information deemed to be a part thereof, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto)Information, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs in the Preliminary Prospectus and the Prospectus: the information in the sixth Prospectuses furnished on behalf of each Underwriter: the list of Underwriters and seventh paragraphs their respective participation in the sale of Securities under the caption “Underwriting” and the third sentence of information contained in the eighth paragraph under the caption “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 1 contract
Indemnification of the Company. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers and directors and 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 to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any losses, claims, damages or liabilities that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Underwriter furnished to the Company in writing by such Underwriter through the Representatives expressly for use in the Registration Statement (or any amendment thereto), including any Rule 430 Information deemed to be a part thereofStatement, the Prospectus, any Issuer Free Writing Prospectus or any Time of Sale Information (or any amendment or supplement thereto), any Pricing Disclosure Package, it being understood and agreed upon that the only such information furnished by any Underwriter consists of the following paragraphs information in the Preliminary Prospectus and the Prospectusfurnished on behalf of each Underwriter: the information contained in the sixth and seventh paragraphs paragraph, the thirteenth paragraph and the third first sentence of the eighth fourteenth paragraph under of the caption section entitled “Underwriting (Conflicts of interest)Underwriting”.”
Appears in 1 contract
Samples: Underwriting Agreement (Tenneco Inc)