No Gross-up by the Selling Shareholder Sample Clauses

No Gross-up by the Selling Shareholder. The International Underwriters and Brazilian Underwriters shall be solely responsible, to the extent they are considered the taxpayer under the applicable law, for payments of any taxes, duties, assessments or governmental charges of whatever nature imposed, levied, collected, withheld or assessed by or on behalf of any applicable taxing jurisdiction on the payments due by the Selling Shareholder to the International Underwriters and Brazilian Underwriters under the Transaction Documents; provided that if the Selling Shareholder incurs such taxes, duties, assessments or governmental charges (or if the Selling Shareholder is otherwise required to withhold or deduct under applicable law from amounts otherwise due to the International Underwriters or the Brazilian Underwriters by the Selling Shareholder), the Selling Shareholder may withhold from any payment due to the International Underwriters or the Brazilian Underwriters an amount equivalent to such taxes, duties, assessments or governmental charges (or such amount the Selling Shareholder is otherwise required to withhold or deduct under applicable law) and the Selling Shareholder will not pay any additional amount in relation thereto. If the Selling Shareholder (as applicable) does not so withhold with respect to payments made to the International Underwriters, the International Underwriters shall promptly on demand reimburse, severally and not jointly on a pro rata basis based on the number of Offered ADSs which such International Underwriter agreed to purchase hereunder, the Selling Shareholder for any such taxes, duties, assessments or governmental charges. For the avoidance of doubt, no additional amounts shall be paid by the Selling Shareholder to the International Underwriters in respect of the 15% Brazilian tax imposed on the fees payable to the International Underwriters, and if the Selling Shareholder is required to pay such taxes directly, the International Underwriters shall promptly reimburse, severally and not jointly, the Selling Shareholder for such taxes on a pro rata basis (based on the number of Offered ADSs which such International Underwriter agreed to purchase hereunder).
Sample 1
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Related to No Gross-up by the Selling Shareholder

  • Representations and Warranties by the Selling Shareholder The Selling Shareholder represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Selling Shareholders Each Selling Shareholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Shareholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

  • Representations and Warranties by the Selling Stockholders Each Selling Stockholder severally represents and warrants to each Underwriter as of the date hereof, as of the Closing Time, and, if the Selling Stockholder is selling Option Securities on a Date of Delivery, as of each such Date of Delivery, and agrees with each Underwriter, as follows:

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

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

  • SELLING SHAREHOLDER Name: Xxxx X. Xxxx, Xx. ----------------------------------------- (print or type) Signature: /s/ Xxxx X. Xxxx, Xx. 4/26/99 ----------------------------------------------- COUNTERPART SIGNATURE PAGE TO STOCK EXCHANGE AGREEMENT Exchanging 150,000 shares of Global Gold, Inc. for 150,000 shares of Delta Common Stock.

  • Covenants of the Selling Shareholder The Selling Shareholder covenants and agrees with the Underwriters and the Company as follows:

  • Indemnification by the Shareholder Each Shareholder will, and hereby does, indemnify and hold harmless (in the same manner and to the same extent as set forth in subdivision (a) of this Section 6) the Company, each director and officer of the Company, and each other Person, if any, who controls the Company within the meaning of the Securities Act and Exchange Act, with respect to any untrue statement or alleged untrue statement of a material fact in or omission or alleged omission to state a material fact from such Registration Statement, any Prospectus contained therein, or any amendment or supplement thereto, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by the Shareholder for use in the preparation of such Registration Statement or amendment thereto or Prospectus or supplement thereto; provided, however, that the Shareholder shall not be liable to the extent that the losses, liabilities or expenses arise out of or are based upon (i) the use by the Company of any Prospectus after such time as the obligation of the Company to keep the same effective and current has expired or (ii) the use by the Company of any Prospectus after such time as the Shareholder has advised the Company in writing that the filing of a post-effective amendment to the Registration Statement or supplement to the Prospectus is required with respect to any information contained in such Registration Statement or Prospectus concerning the Shareholder, except such Registration Statement as so amended or such Prospectus as so supplemented. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of the Company, or any such director, officer, or controlling person and shall survive the transfer of such securities by the Shareholder. In no event shall the liability of any Shareholder hereunder be greater in amount than the dollar amount of the net proceeds received by such Shareholder from the sale of the Registrable Securities giving rise to such indemnification obligation.

  • Expenses of the Selling Shareholders The Selling Shareholders, jointly and severally, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp and other duties and stock and other transfer taxes, if any, payable upon the sale of the Securities to the Underwriters and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and other advisors.

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

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