Notification to Placement Agent Clause Samples
The "Notification to Placement Agent" clause requires a party, typically the issuer of securities, to formally inform the placement agent about specific events, developments, or actions relevant to the placement process. This may include updates on regulatory approvals, material changes in the offering, or the occurrence of conditions precedent to closing. By mandating timely and clear communication, the clause ensures the placement agent is kept fully informed, enabling them to fulfill their obligations and manage the placement effectively, thereby reducing the risk of misunderstandings or delays.
Notification to Placement Agent. The Company and other Indemnified Persons agree to notify the Placement Agent promptly of commencement of any litigation or proceedings against the Placement Agent or other Indemnified Persons, in connection with the offer and sale of any of the Shares and to furnish to the Placement Agent, at its request, copies of all pleadings therein and permit the Placement Agent to be an observer therein and apprise the Placement Agent of all developments therein, all at the Company's expense. In case of commencement of any action in which indemnity may be sought from the Placement Agent on account of the indemnity agreement contained in Section 7.03, the Company or other Indemnified Persons shall notify the Placement Agent of the commencement thereof in writing within ten (10) days after the receipt of written notice of the commencement of any action against the Company or against any other person indemnified, shall notify the Placement Agent in writing of such notification. The omission of the Company or other Indemnified Persons to so notify the Placement Agent of any such action shall relieve the Placement Agent from any liability which it may have to the Company, its agents, officers, directors, representatives, guarantors, sureties or any person controlling it, on account of the indemnity agreement contained in Section 7.03 or otherwise. In case any such action shall be brought against the Company or any other person indemnified of which the Company shall have notified the Placement Agent of the commencement thereof, the Placement Agent shall be entitled to participate in (and to the extent that it shall wish, to direct) the defense thereto at its own expense, but such defense shall be conducted by counsel of recognized standing and reasonably satisfactory to the Company or other persons indemnified in such litigation. After notice that the Placement Agent elects to direct the defense, the Placement Agent will not be liable for any legal or other expense incurred by the indemnified party without the prior written consent of the Placement Agent. The Placement Agent shall not be liable for amounts paid in settlement of any litigation if such settlement was effected without its consent.
Notification to Placement Agent. The Company and indemnified persons -------------------------------- agree to notify the Placement Agent promptly of the commencement of any litigation or proceeding against the indemnified persons of which it may be advised, in connection with the offering and sale of the securities. The omission of the indemnified persons to so notify the Company of any such action shall relieve the Company from any liability which it may have to the indemnified persons.