Common use of Indemnification of Underwriters by Selling Stockholder Clause in Contracts

Indemnification of Underwriters by Selling Stockholder. the Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its Affiliates and selling agents and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) 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 the Selling Stockholder furnished to the Company in writing by the Selling Stockholder for use in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any preliminary prospectus supplement or any Issuer Free Writing Prospectus, it being understood and agreed that the only such information furnished by the Selling Stockholder consists of the Selling Stockholder Information; provided that the liability of the Selling Stockholder pursuant to this subsection (b) shall not exceed the gross proceeds for the Securities received by the Selling Stockholder (after deducting underwriting discounts and commissions, but before deducting taxes and expenses).

Appears in 2 contracts

Sources: Underwriting Agreement (Gci Liberty, Inc.), Underwriting Agreement (LendingTree, Inc.)

Indemnification of Underwriters by Selling Stockholder. the The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its Affiliates and Affiliates, its selling agents agents, officers, directors, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(i), (ii) and (iii) above, in each case to the extent, but only with respect to any lossesthe extent, claims, damages that such untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating furnished to the Underwriters by or on behalf of the Selling Stockholder furnished to the Company in writing by the Selling Stockholder specifically for use in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any preliminary prospectus supplement or any Issuer Free Writing Prospectustherein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists solely of the information relating to the Selling Stockholder Information; provided that under the caption “Selling Stockholder” in the General Disclosure Package. The liability of the Selling Stockholder pursuant under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 6 and Section 7, respectively, shall be limited to this subsection (b) shall not exceed an amount equal to the gross aggregate net proceeds for the Securities after underwriting commissions and discounts, but before expenses, received by the Selling Stockholder (after deducting underwriting discounts and commissions, but before deducting taxes and expenses)from the sale of Shares sold by the Selling Stockholder under this Agreement.

Appears in 2 contracts

Sources: Underwriting Agreement (OneMain Holdings, Inc.), Underwriting Agreement (OneMain Holdings, Inc.)

Indemnification of Underwriters by Selling Stockholder. the The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its Affiliates and its selling agents agents, officers, directors, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(ia)(a)(i)(a)(i), (ii) and (iii) above, in each case to the extent, but only with respect to any lossesthe extent, claims, damages that such untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating furnished to the Underwriters by or on behalf of the Selling Stockholder furnished to the Company in writing by the Selling Stockholder specifically for use in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any preliminary prospectus supplement or any Issuer Free Writing Prospectustherein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists solely of the information relating to the Selling Stockholder Information; provided that under the caption “Selling Stockholder” in the General Disclosure Package. The liability of the Selling Stockholder pursuant under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 6 and Section 7, respectively, shall be limited to this subsection (b) shall not exceed an amount equal to the gross aggregate net proceeds for the Securities after underwriting commissions and discounts, but before expenses, received by the Selling Stockholder (after deducting underwriting discounts and commissions, but before deducting taxes and expenses)from the sale of Shares sold by the Selling Stockholder under this Agreement.

Appears in 1 contract

Sources: Underwriting Agreement (Springleaf Holdings, Inc.)

Indemnification of Underwriters by Selling Stockholder. the The Selling Stockholder agrees to indemnify and hold harmless each Underwriter, its Affiliates and Affiliates, its selling agents agents, officers, directors, employees and each person, if any, who controls any Underwriter within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (a)(ia)(a)(i)(a)(i), (ii) and (iii) above, in each case to the extent, but only with respect to any lossesthe extent, claims, damages that such untrue statement or liabilities that arise out of, or are based upon, any alleged untrue statement or omission or alleged untrue statement or omission was made in reliance upon and in conformity with any information relating furnished to the Underwriters by or on behalf of the Selling Stockholder furnished to the Company in writing by the Selling Stockholder specifically for use in the General Disclosure Package or the Prospectus (or any amendment or supplement thereto), any preliminary prospectus supplement or any Issuer Free Writing Prospectustherein, it being understood and agreed that the only such information furnished by the Selling Stockholder consists solely of the information relating to the Selling Stockholder Information; provided that under the caption “Selling Stockholder” in the General Disclosure Package. The liability of the Selling Stockholder pursuant under the representations and warranties contained in this Agreement and under the indemnity and contribution agreements contained in this Section 6 and Section 7, respectively, shall be limited to this subsection (b) shall not exceed an amount equal to the gross aggregate net proceeds for the Securities after underwriting commissions and discounts, but before expenses, received by the Selling Stockholder (after deducting underwriting discounts and commissions, but before deducting taxes and expenses)from the sale of Shares sold by the Selling Stockholder under this Agreement.

Appears in 1 contract

Sources: Underwriting Agreement (OneMain Holdings, Inc.)