Common use of Indemnity of the Underwriters Clause in Contracts

Indemnity of the Underwriters. The Company covenants and agrees to indemnify and hold harmless each Underwriter, any of the Underwriters’ affiliates or their respective members, partners, directors, officers, employees, agents or representatives or any other person controlling an Underwriter or an Underwriter’s affiliates, if any (each of the foregoing, including each Underwriter, being an “Indemnified Person”) to the full extent lawful, from and against any losses, expenses (including without limitation reasonable legal fees and expenses), assessments, claims, damages, judgments, liabilities or proceedings, joint or several, or any action in respect thereof (hereinafter collectively referred to as “losses”), to which any Indemnified Person may become subject under any applicable federal, provincial or state law, or otherwise, as such losses are incurred by an Indemnified Person, and are: (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus, the U.S. Base Prospectus, the Canadian Preliminary Prospectus Supplement, the U.S. Preliminary Prospectus Supplement, the Canadian Prospectus Supplement, the U.S. Prospectus Supplement, any Issuer Free Writing Prospectus, the Registration Statement, the Pricing Prospectus or any Supplementary Materials used in connection with any sale of the Shares by the Underwriters (including any amendments or supplements thereto) or by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (other than any untrue offering statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use in such materials), (ii) related to or otherwise arising out of the engagement of the Underwriters and such Indemnified Person’s performance of the services contemplated thereby, or (iii) related to the Company’s breach of any representation, warranty or covenant in this Agreement, whether or not any pending or threatened action, claim or proceeding giving rise to such losses is initiated or brought by or against the Company or on the Company’s behalf and whether or not in connection with any action, proceeding or investigation in which the Company or such Indemnified Persons are a party or parties, except to the extent that any losses solely with respect to the foregoing clause (ii) are found in a final judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconduct.

Appears in 2 contracts

Samples: Underwriting Agreement (Gold Standard Ventures Corp.), Underwriting Agreement (Gold Standard Ventures Corp.)

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Indemnity of the Underwriters. The Company covenants and agrees to indemnify and hold save harmless each Underwriter, any of the Underwriters’ affiliates or Underwriters and their respective members, partners, directors, officers, employees, employees and agents or representatives or any other person controlling an Underwriter or an Underwriter’s affiliatesand each person, if any, who controls any (each Underwriter within the meaning of Section 15 of the foregoing, including each Underwriter, being an “Indemnified Person”) to 1933 Act or Section 20 of the full extent lawful, 1934 Act from and against any lossesall liabilities, claims, actions, suits, proceedings, losses (other than loss of profits), costs, damages and expenses (including without limitation the reasonable legal fees and expenses), assessments, claims, damages, judgments, liabilities expenses of the Underwriters' counsel that may be incurred with respect to or proceedings, joint or severalin defending such claim) in any way caused by, or any action arising directly or indirectly from or in respect thereof (hereinafter collectively referred to as “losses”), to which any Indemnified Person may become subject under any applicable federal, provincial or state law, or otherwise, as such losses are incurred by an Indemnified Person, and areconsequence of: (i) caused byany information or statement contained in (A) the Registration Statement which contains or is alleged to contain a misrepresentation, or arising out of (B) the Canadian Prospectus, or in connection withthe U.S. Prospectus, any untrue statement Supplementary Material or alleged untrue statement of a material fact contained in the Preliminary Base Shelf Prospectus, the Final Base Shelf Prospectus, the U.S. Base Prospectus, the Canadian Preliminary Prospectus Supplement, the U.S. Preliminary Prospectus Supplement, the Canadian Prospectus Supplement, the U.S. Prospectus Supplement, any Issuer Free Writing Prospectus, or in any certificate of the Registration Statement, the Pricing Prospectus Company or any Supplementary Materials used in connection with any sale officer of the Shares by Company delivered hereunder or pursuant hereto which at the Underwriters time, and in the light of the circumstances under which it was made, contains or is alleged to contain a misrepresentation; (including any amendments or supplements theretoii) or by any omission or alleged omission to state therein a in (A) the Registration Statement, any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Canadian Prospectus, or the U.S. Prospectus, any Supplementary Material or Issuer Free Writing Prospectus, or any certificate of the Company or any officer of the Company delivered hereunder or pursuant hereto, any material fact, required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (iii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange or other competent authority based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation in the Registration Statement, the Canadian Prospectus, the U.S. Prospectus, any Supplementary Material or Issuer Free Writing Prospectus, or based upon any failure to comply with Canadian Securities Laws or securities laws of the United States (other than any failure or alleged failure to comply by the Underwriters or their banking or selling group), preventing or restricting the trading in or the sale or Distribution of the Shares in any of the Qualifying Provinces or the United States; (iv) the non-compliance or alleged non-compliance by the Company with any requirement of Canadian Securities Laws or applicable securities legislation of the United States in connection with the transactions herein contemplated including the Company's non-compliance with any statutory requirement to make any document available for inspection; and (v) a breach of any term of this agreement; provided, however, that this indemnity shall not apply to any liability, claim, action, suit, proceeding, loss, cost, damage and expense to the extent arising out of any untrue offering statements statement or omission or alleged untrue statements in, statement or omissions or alleged omissions from, omission made in reliance upon and in conformity with written information relating furnished to an Indemnified Person furnished in writing the Company by or on behalf of such Indemnified Person the Lead Manager expressly for use in the Registration Statement, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the U.S. Prospectus, the Canadian Prospectus, any Supplementary Material or Issuer Free Writing Prospectus. The parties hereto agree that such materials), (ii) related to or otherwise arising out information provided by the Lead Manager consists solely of the engagement of the Underwriters and such Indemnified Person’s performance of the services contemplated thereby, or (iii) related material referred to the Company’s breach of any representation, warranty or covenant in this Agreement, whether or not any pending or threatened action, claim or proceeding giving rise to such losses is initiated or brought by or against the Company or on the Company’s behalf and whether or not in connection with any action, proceeding or investigation in which the Company or such Indemnified Persons are a party or parties, except to the extent that any losses solely with respect to the foregoing clause (ii) are found in a final judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconductSection 16 hereof.

Appears in 1 contract

Samples: Underwriting Agreement (Agnico Eagle Mines LTD)

Indemnity of the Underwriters. The Company covenants and agrees to indemnify and hold harmless each Underwriter, any of the Underwriters' affiliates or their respective members, partners, directors, officers, employees, agents or representatives or any other person controlling an Underwriter or an Underwriter’s 's affiliates, if any (each of the foregoing, including each Underwriter, being an "Indemnified Person") to the full extent lawful, from and against any losses, expenses (including without limitation reasonable legal fees and expenses), assessments, claims, damages, judgments, liabilities or proceedings, joint or several, or any action in respect thereof proceedings (hereinafter collectively referred to as "losses”), ") to which any Indemnified Person may become subject under any applicable federal, provincial or state law, or otherwise, as such losses are incurred by an a Indemnified Person, and are: (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the Canadian Preliminary Base Shelf Prospectus, the Final Canadian Base Shelf Prospectus, the U.S. Base Shelf Prospectus, the Canadian Preliminary Prospectus Supplement, the U.S. Preliminary Prospectus Supplement, the Canadian Prospectus Supplement, the U.S. Prospectus Supplement, any Issuer Free Writing Prospectus, the Registration Statement, the Pricing Prospectus Statement or any Supplementary Materials used in connection with any sale of the Shares by the Underwriters (including any amendments or supplements thereto) or by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (other than any untrue offering statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use in such materials), (ii) related to or otherwise arising out of the engagement of the Underwriters and such Indemnified Person’s 's performance of the services contemplated thereby, or (iii) related to the Company’s 's breach of any representation, warranty or covenant in this Agreement, whether or not any pending or threatened action, claim or proceeding giving rise to such losses is initiated or brought by or against the Company or on the Company’s 's behalf and whether or not in connection with any action, proceeding or investigation in which the Company or such Indemnified Persons are a party or parties, except to the extent that any losses solely with respect to the foregoing clause (ii) are found in a final judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence 's bad faith or willful misconduct.

Appears in 1 contract

Samples: Underwriting Agreement (Vista Gold Corp)

Indemnity of the Underwriters. The Company covenants and agrees to indemnify and hold save harmless each Underwriter, any of the Underwriters’ affiliates or Underwriters and their respective members, partners, directors, officers, employees, employees and agents or representatives or any other person controlling an Underwriter or an Underwriter’s affiliatesand each person, if any, who controls any (each Underwriter within the meaning of Section 15 of the foregoing, including each Underwriter, being an “Indemnified Person”) to 1933 Act or Section 20 of the full extent lawful, 1934 Act from and against any lossesall liabilities, claims, actions, suits, proceedings, losses (other than loss of profits), costs, damages and expenses (including without limitation the reasonable legal fees and expenses), assessments, claims, damages, judgments, liabilities expenses of the Underwriters' counsel that may be incurred with respect to or proceedings, joint or severalin defending such claim) in any way caused by, or any action arising directly or indirectly from or in respect thereof (hereinafter collectively referred to as “losses”), to which any Indemnified Person may become subject under any applicable federal, provincial or state law, or otherwise, as such losses are incurred by an Indemnified Person, and areconsequence of: (i) caused byany information or statement contained in (A) the Registration Statement or the Warrant Registration Statement which contains or is alleged to contain a misrepresentation, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in (B) the Preliminary Base Shelf Canadian Prospectus, Canadian Warrant Prospectus or the Final Base Shelf U.S. Prospectus, the U.S. Base Prospectus, the Canadian Preliminary Prospectus Supplement, the U.S. Preliminary Prospectus Supplement, the Canadian Prospectus Supplement, the U.S. Prospectus Supplement, any Issuer Free Writing Prospectus, the Registration Statement, the Pricing Warrant Prospectus or any Supplementary Materials used Material, or in connection with any sale a certificate of the Shares by Company or any officer of the Underwriters Company delivered hereunder or pursuant hereto which at the time, and in the light of the circumstances under which it was made, contains or is alleged to contain a misrepresentation; (including any amendments or supplements theretoii) or by any omission or alleged omission to state therein a in (A) the Registration Statement or the Warrant Registration Statement, any material fact required to be stated therein or necessary to make the statements therein not misleading, or (B) the Canadian Prospectus, the Canadian Warrant Prospectus or the U.S. Prospectus, the U.S. Warrant Prospectus or any Supplementary Material or any certificate of the Company or any officer of the Company delivered hereunder or pursuant hereto, any material fact, required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading misleading; (iii) any order made or enquiry, investigation or proceedings commenced or threatened by any securities commission, stock exchange or other competent authority based upon any untrue statement or omission or alleged untrue statement or alleged omission or any misrepresentation or alleged misrepresentation in the Registration Statement, the Warrant Registration Statement, the Canadian Prospectus, the Canadian Warrant Prospectus, the U.S. Prospectus, the U.S. Warrant Prospectus or any Supplementary Material or based upon any failure to comply with Canadian Securities Laws or securities laws of the United States (other than any failure or alleged failure to comply by the Underwriters or their banking or selling group), preventing or restricting the trading in or the sale or Distribution of the Shares and Warrants in any of the Qualifying Provinces or the United States; (iv) the non-compliance or alleged non-compliance by the Company with any requirement of Canadian Securities Laws or applicable securities legislation of the United States in connection with the transactions herein contemplated including the Company's non-compliance with any statutory requirement to make any document available for inspection; and (v) a breach of any term of this agreement; provided, however, that this indemnity shall not apply to any liability, claim, action, suit, proceeding, loss, cost, damage and expense to the extent arising out of any untrue offering statements statement or omission or alleged untrue statements in, statement or omissions or alleged omissions from, omission made in reliance upon and in conformity with written information relating furnished to an Indemnified Person furnished in writing the Company by or on behalf of such Indemnified Person the Representatives expressly for use in such materials), (ii) related to the Registration Statement, the U.S. Preliminary Prospectus, the Canadian Preliminary Prospectus, the U.S. Prospectus, the Canadian Prospectus or otherwise arising out of the engagement of the Underwriters and such Indemnified Person’s performance of the services contemplated thereby, or (iii) related to the Company’s breach of any representation, warranty or covenant in this Agreement, whether or not any pending or threatened action, claim or proceeding giving rise to such losses is initiated or brought by or against the Company or on the Company’s behalf and whether or not in connection with any action, proceeding or investigation in which the Company or such Indemnified Persons are a party or parties, except to the extent that any losses solely with respect to the foregoing clause (ii) are found in a final judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence or willful misconductSupplementary Material.

Appears in 1 contract

Samples: Underwriting Agreement (Agnico Eagle Mines LTD)

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Indemnity of the Underwriters. The Company covenants and agrees to indemnify and hold harmless each Underwriter, any of the Underwriters’ affiliates or their respective members, partners, directors, officers, employees, agents or representatives or any other person controlling an Underwriter or an Underwriter’s affiliates, if any (each of the foregoing, including each Underwriter, being an “Indemnified Person”) to the full extent lawful, from and against any losses, expenses (including without limitation reasonable legal fees and expenses), assessments, claims, damages, judgments, liabilities or proceedings, joint or several, or any action in respect thereof proceedings (hereinafter collectively referred to as “losses”), ) to which any Indemnified Person may become subject under any applicable federal, provincial or state law, or otherwise, as such losses are incurred by an Indemnified Person, and are: (i) caused by, or arising out of or in connection with, any untrue statement or alleged untrue statement of a material fact contained in the Canadian Preliminary Base Shelf Prospectus, the Final Canadian Base Shelf Prospectus, the U.S. Base Shelf Prospectus, the Canadian Preliminary Prospectus Supplement, the U.S. Preliminary Prospectus Supplement, the Canadian Prospectus Supplement, the U.S. Prospectus Supplement, any Issuer Free Writing Prospectus, the Registration Statement, the Pricing Prospectus Statement or any Supplementary Materials used in connection with any sale of the Shares Units by the Underwriters (including any amendments or supplements thereto) or by any omission or alleged omission to state therein a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading (other than any untrue offering statements or alleged untrue statements in, or omissions or alleged omissions from, information relating to an Indemnified Person furnished in writing by or on behalf of such Indemnified Person expressly for use in such materials), (ii) related to or otherwise arising out of the engagement of the Underwriters and such Indemnified Person’s performance of the services contemplated thereby, or (iii) related to the Company’s breach of any representation, warranty or covenant in this Agreement, whether or not any pending or threatened action, claim or proceeding giving rise to such losses is initiated or brought by or against the Company or on the Company’s behalf and whether or not in connection with any action, proceeding or investigation in which the Company or such Indemnified Persons are a party or parties, except to the extent that any losses solely with respect to the foregoing clause (ii) are found in a final judgment by a court of competent jurisdiction to have resulted solely from such Indemnified Person’s gross negligence bad faith or willful misconduct.

Appears in 1 contract

Samples: Underwriting Agreement (Vista Gold Corp)

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