Indemnification of the Underwriters by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 in connection with statements and omissions relating to the Selling Shareholder Information, and, in each case except insofar as such losses, claims, damages or liabilities 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 any Underwriter furnished to the Company in writing by such Underwriter through the Representative expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information or any wrapper or supplement prepared in connection with the distribution of the Directed Shares, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, that the liability of the Selling Shareholder under this Section 9 shall not exceed the product of the number of Shares sold by the Selling Shareholder and the initial public offering price of the Shares as set forth in the Prospectus.
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Samples: Underwriting Agreement (Cascal B.V.), Underwriting Agreement (Cascal N.V.)
Indemnification of the Underwriters by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 in connection with statements and omissions relating to above, provided, however, that the Selling Shareholder Informationwill only be liable in any case to the extent, andbut only to the extent, in each case except insofar as that any such lossesloss, claimsclaim, damages damage or liabilities arise liability arises out of, or are is 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 any Underwriter furnished to the Company in writing by such Underwriter through the Representative Selling Shareholder expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information or any wrapper or supplement prepared in connection with the distribution of the Directed SharesPricing Disclosure Package, it being understood and agreed that the only such information furnished by any Underwriter the Selling Shareholder consists only of the information described as such in subsection (c) belowstatements contained with respect to the Selling Shareholder under the caption “Selling Shareholder”; provided, however, that the liability of in no case shall the Selling Shareholder under this Section 9 shall not exceed the product be liable or responsible for any amount in excess of the number of Shares sold gross proceeds (after deducting underwriting discounts and commissions, but before deducting expenses) received by the Selling Shareholder and from the initial public offering price sale of Shares by the Shares as set forth in Selling Shareholder pursuant to the Prospectustransactions contemplated hereby.
Appears in 1 contract
Indemnification of the Underwriters by the Selling Shareholder. The Selling Shareholder agrees to indemnify and hold harmless each Underwriter, its affiliates, directors and officers and each person, if any, who controls such Underwriter 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 in connection with statements and omissions relating to the Selling Shareholder Information, andabove, in each case except insofar as such losses, claims, damages or liabilities 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 any Underwriter furnished to the Company in writing by such Underwriter through the Representative Representatives expressly for use in the Registration Statement, the Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Applicable Time of Sale Information or any wrapper or supplement prepared in connection with the distribution of the Directed SharesInformation, it being understood and agreed that the only such information furnished by any Underwriter consists of the information described as such in subsection (c) below; provided, however, provided that in no event shall the liability of indemnity provided by the Selling Shareholder under this Section 9 shall not 10 exceed the product of the number of Shares sold gross proceeds received by the Selling Shareholder and from the initial public offering price sale of the Shares as set forth in the ProspectusOffered ADSs pursuant to this Agreement.
Appears in 1 contract
Samples: Underwriting Agreement (China Auto Rental Holdings Inc.)