Common use of Indemnification of the Underwriters by the Selling Stockholders Clause in Contracts

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders, severally and not jointly, 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 with respect to, in each case, any such losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, promptly after such fees and expenses are incurred), joint or several, 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 such Selling Stockholder’s Selling Stockholder Information. No Selling Stockholder shall be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by such Selling Stockholder pursuant to this Agreement (the “Selling Stockholder Proceeds”).

Appears in 3 contracts

Sources: Underwriting Agreement (Waystar Holding Corp.), Underwriting Agreement (Waystar Holding Corp.), Underwriting Agreement (Waystar Holding Corp.)

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders, Stockholders severally and not jointly, jointly in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph subsection (a) aboveof this Section, as incurred, but only with respect toto untrue statements or omissions, in each case, any such losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, promptly after such fees and expenses are incurred), joint or several, that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement statements or omission omissions, made in the Registration Statement (or any amendment thereto), including any information deemed to be a part thereof pursuant to Rule 430B, the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), in reliance upon and in conformity with such Selling Stockholder’s the Selling Stockholder Information. No The liability of each Selling Stockholder pursuant to this Section 9(b) shall be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of limited to an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable , to such Selling Stockholder from the sale of Shares sold by such Selling Stockholder pursuant hereunder (with respect to this Agreement (the each Selling Stockholder, such amount being referred to herein as such Selling Stockholder’s Selling Stockholder Net Proceeds”).

Appears in 2 contracts

Sources: Underwriting Agreement (Spark Networks Inc), Underwriting Agreement (Spark Networks Inc)

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling StockholdersStockholder, severally and not jointly, agrees to indemnify and hold harmless each Underwriter, its affiliatesAffiliates, directors selling agents, directors, officers, members and officers employees, and each person, if any, who controls such any Underwriter within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to the same extent as and in the indemnity manner set forth in paragraph clauses (aa)(i), (ii) and (iii) above; provided, but only with respect to, in each case, any such losses, claims, damages and liabilities (including, without limitation, reasonable and documented legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, promptly after such fees and expenses are incurred), joint or severalhowever, that arise out of, each Selling Stockholder shall be liable only to the extent that such untrue statement or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission has been made in the Registration Statement, any preliminary prospectus, any Issuer Free Writing Prospectus, the General Disclosure Package, the Prospectus or any Written Testing-the-Waters Communication (or any amendment or supplement thereto) in reliance upon on and in conformity with the Selling Stockholder Information relating to such Selling Stockholder’s Selling Stockholder Information. No ; provided, further, that the liability under this subsection of each Selling Stockholder shall be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of limited to an amount equal to the aggregate net gross proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable , to such Selling Stockholder from the Shares sale of Securities sold by such Selling Stockholder pursuant to this Agreement (the “Selling Stockholder Proceeds”)hereunder.

Appears in 1 contract

Sources: Underwriting Agreement (Warrior Met Coal, LLC)

Indemnification of the Underwriters by the Selling Stockholders. Each of the Selling Stockholders, Stockholders severally and not jointly, in proportion to the number of Shares to be sold by such Selling Stockholder hereunder 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 with respect to, in each case, any such losses, claims, damages and or liabilities (including, without limitation, including reasonable and documented legal fees and other reasonable expenses incurred in connection with any suit, action or proceeding or any claim asserted, promptly after as such fees and expenses are incurred), joint or several, ) 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 such Selling Stockholder’s any Selling Stockholder Information. No Selling Stockholder shall be liable under the indemnity agreement contained in this paragraph and the contribution provisions of this Section 9 in excess of an amount equal to the aggregate net proceeds (after deducting underwriting commissions and discounts, but before deducting expenses) applicable to the Shares sold by such Selling Stockholder pursuant to this Agreement (the “Selling Stockholder Proceeds”).

Appears in 1 contract

Sources: Underwriting Agreement (PPD, Inc.)