Indemnification of Underwriters by the Adviser and the Administrator Clause Samples
The "Indemnification of Underwriters by the Adviser and the Administrator" clause requires the Adviser and the Administrator to protect the underwriters from losses, damages, or legal liabilities that may arise from their participation in a securities offering. In practice, this means that if the underwriters face claims or lawsuits due to misstatements, omissions, or other issues related to the offering documents or the conduct of the Adviser or Administrator, those parties must cover the associated costs, including legal fees and settlements. This clause is essential for allocating risk, as it reassures underwriters that they will not bear financial responsibility for problems caused by the Adviser or Administrator, thereby encouraging their participation in the offering.
Indemnification of Underwriters by the Adviser and the Administrator. Each of the Adviser and the Administrator, jointly and severally, agrees to indemnify and hold harmless each Underwriter, its Affiliates, its directors, officers, 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 as follows:
(i) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430B Information (including the information on Schedule B hereto), or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectus (or any amendment or supplement thereto) or in the General Disclosure Package or in the Marketing Materials, or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading to the extent the loss, liability, claim, damage and expense relates to information concerning the Adviser or the Administrator;
(ii) against any and all loss, liability, claim, damage and expense whatsoever, as incurred, to the extent of the aggregate amount paid in settlement of any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or of any claim whatsoever based upon any such untrue statement or omission related to the Adviser or the Administrator or any such alleged untrue statement or omission related to the Adviser or the Administrator; provided that (subject to Section 6(d) below) any such settlement is effected with the written consent of the Company;
(iii) against any and all expense whatsoever, as incurred (including the fees and disbursements of counsel chosen by the Representatives), reasonably incurred in investigating, preparing or defending against any litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever based upon any such untrue statement or omission related to the Adviser or the Administrator, or any such alleged untrue statement or omission related to the Adviser or the Admin...