Neither the Stockholders Sample Clauses

Neither the Stockholders. Agent nor any agent employed by it shall incur any liability to any Contributing Stockholder relating to the performance of its duties or exercise of its rights hereunder, except for actual fraud or bad faith acts by the Stockholders' Agent or pursuant to the commission by the Stockholders' Agent on a continuing basis of acts or omissions determined to be willful or grossly negligent. The Stockholders' Agent shall likewise incur no liability by reason of any error of Law or for any act or omission related thereto. Each of the Contributing Stockholders hereby severally agrees to indemnify and hold harmless the Stockholders' Agent and any agent employed by it against any loss, liability or expense incurred (i) without fraud or bad faith on the part of the Stockholders' Agent or (ii) other than pursuant to the commission by the Stockholders' Agent on a continuing basis of acts or omissions determined to be willful or grossly negligent arising out of or in connection with its performance or exercise of obligations and rights under this Agreement. All expenses, fees and costs reasonably incurred by the Stockholders' Agent in its capacity as such, whether incurred prior to or following the Closing, shall be paid by the Company.
Sample 1
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Related to Neither the Stockholders

  • Default by one or more of the Selling Shareholders or the Company (a) If a Selling Shareholder shall fail at Closing Time or at a Date of Delivery to sell and deliver the number of Securities which such Selling Shareholder or Selling Shareholders are obligated to sell hereunder, and the remaining Selling Shareholders do not exercise the right hereby granted to increase, pro rata or otherwise, the number of Securities to be sold by them hereunder to the total number to be sold by all Selling Shareholders as set forth in Schedule B hereto, then the Underwriters may, at option of the Representatives, by notice from the Representatives to the Company and the non-defaulting Selling Shareholders, either (a) terminate this Agreement without any liability on the fault of any non-defaulting party except that the provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and effect or (b) elect to purchase the Securities which the non-defaulting Selling Shareholders and the Company have agreed to sell hereunder. No action taken pursuant to this Section 11 shall relieve any Selling Shareholder so defaulting from liability, if any, in respect of such default. In the event of a default by any Selling Shareholder as referred to in this Section 11, each of the Representatives, the Company and the non-defaulting Selling Shareholders shall have the right to postpone Closing Time or Date of Delivery for a period not exceeding seven days in order to effect any required change in the Registration Statement or Prospectus or in any other documents or arrangements.

  • Further Agreements of the Selling Shareholders Each of the Selling Shareholders covenants and agrees with each Underwriter that:

  • Further Agreements of the Selling Stockholders Each of the Selling Stockholders covenants and agrees with each Underwriter that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Indemnification by the Stockholders The STOCKHOLDERS covenant and agree that they, jointly and severally, will indemnify, defend, protect and hold harmless PARENT, ACQUISITION CORP., the COMPANY and the Surviving Corporation at all times, from and after the date of this Agreement until the applicable Expiration Date, from and against all claims, damages, actions, suits, proceedings, demands, assessments, adjustments, costs and expenses (including specifically, but without limitation, reasonable attorneys' fees and expenses of investigation) incurred by PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation as a result of or arising from (i) any breach of the representations and warranties of the STOCKHOLDERS or the COMPANY set forth herein or on the Schedules or certificates delivered in connection herewith, (ii) any breach of any agreement on the part of the STOCKHOLDERS or the COMPANY under this Agreement, or (iii) any liability under the 1933 Act, the 1934 Act or other federal or state law or regulation, at common law or otherwise, arising out of or based upon any untrue statement or alleged untrue statement of a material fact relating to the COMPANY or the STOCKHOLDERS, and provided to PARENT or its counsel by the COMPANY or the STOCKHOLDERS (but in the case of the STOCKHOLDERS, only if such statement was provided in writing) contained in the Registration Statement or any prospectus forming a part thereof, or any amendment thereof or supplement thereto, or arising out of or based upon any omission or alleged omission to state therein a material fact relating to the COMPANY or the STOCKHOLDERS required to be stated therein or necessary to make the statements therein not misleading; provided, however, that such indemnity shall not inure to the benefit of PARENT, ACQUISITION CORP., the COMPANY or the Surviving Corporation to the extent that such untrue statement (or alleged untrue statement) was made in, or omission (or alleged omission) occurred in, any preliminary prospectus and the STOCKHOLDERS provided, in writing, corrected information to PARENT's counsel and to PARENT for inclusion in the final prospectus, and such information was not so included or properly delivered.

  • Agreements of the Selling Stockholders Each Selling Stockholder agrees with you and the Company:

  • Covenants of the Stockholders Each of the Stockholders, severally and not jointly, agrees as follows:

  • Representations and Warranties of the Stockholders Each Stockholder hereby represents and warrants to the Company as follows:

  • Further Agreements of the Selling Stockholder The Selling Stockholder covenants and agrees with each Underwriter that:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

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