Indemnification of the Issuer. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, each of its directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case, 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 Issuer in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the following under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus: the fifth paragraph, the thirteenth paragraph and the fourteenth paragraph.
Appears in 2 contracts
Samples: Underwriting Agreement (Aptiv PLC), Underwriting Agreement (Aptiv PLC)
Indemnification of the Issuer. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, each of its the Guarantors, each of their respective directors, each of its their respective officers who signed the Registration Statement and each person, if any, who controls the Issuer or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case, 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 Issuer in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the following under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus: the fifth third paragraph, the thirteenth fifth sentence of the seventh paragraph and the fourteenth paragrapheighth, ninth, tenth, and eleventh paragraphs.
Appears in 2 contracts
Samples: Underwriting Agreement (Delphi Automotive PLC), Underwriting Agreement (Delphi Automotive PLC)
Indemnification of the Issuer. Each Underwriter Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Issuer, each of its directorsthe Guarantors, each of its officers who signed the Registration Statement their respective directors and officers, and each person, if any, who controls the Issuer or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case, 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 Issuer in writing by such Underwriter Initial Purchaser through the Representatives expressly for use in the Registration Statement, Preliminary Offering Memorandum and the Prospectus Offering Memorandum (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Pricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter consists of the following following: (x) the fifth paragraph on page (ii) concerning overallotment and stabilizing transaction and (y) under the heading “Underwriting” in "Plan of distribution", the Preliminary Prospectus third paragraph, concerning resales; the fourth and fifth sentences of the eighth paragraph, concerning market-making activity; and the Prospectus: the fifth tenth paragraph, the thirteenth paragraph concerning overallotment, stabilizing transactions and the fourteenth paragraphsyndicate covering transactions.
Appears in 1 contract
Samples: Purchase Agreement (Telesystem International Wireless Inc)
Indemnification of the Issuer. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, each of its the Guarantors, each of their respective directors, each of its their respective officers who signed the Registration Statement and each person, if any, who controls the Issuer or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case, 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 Issuer in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the following under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus: the fifth third paragraph, the thirteenth third sentence of the sixth paragraph and the fourteenth paragraphseventh, fifteenth, sixteenth, seventeenth, eighteenth and the nineteenth paragraphs.
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Indemnification of the Issuer. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Issuer, each of its the Guarantors, each of their respective directors, each of its their respective officers who signed the Registration Statement and each person, if any, who controls the Issuer or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case, 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 Issuer in writing by such Underwriter expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary Prospectus, any Issuer Free Writing Prospectus or any Pricing Disclosure PackageTime of Sale Information, it being understood and agreed that the only such information furnished by any Underwriter consists of the following under the heading “Underwriting” in the Preliminary Prospectus and the Prospectus: the fifth third paragraph, the thirteenth third sentence of the seventh paragraph and the fourteenth paragrapheighth, ninth, tenth, eleventh and twelfth paragraphs.
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Indemnification of the Issuer. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the IssuerIssuer and the Operating Partnership, each of its and their respective directors, each of its officers who signed the Registration Statement and each person, if any, who controls the Issuer or the Operating Partnership, as applicable, within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, in each case, 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 Issuer in writing by such Underwriter through the Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Preliminary ProspectusMarketing Materials, any Issuer Free Writing Prospectus Prospectus, any road show or any Pricing Disclosure PackageTime 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 under information in the heading Prospectus furnished on behalf of each Underwriter: the concession and reallowance figures appearing in the fifth paragraph of the section entitled “Underwriting” in the Preliminary Prospectus and the Prospectus: the fifth paragraph, the thirteenth paragraph and the fourteenth paragraph.”
Appears in 1 contract
Samples: Underwriting Agreement (American Realty Capital Properties, Inc.)