Common use of SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT Clause in Contracts

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity of the Underwriters shall be for benefit of the Company Indemnified Parties.

Appears in 29 contracts

Samples: Underwriting Agreement (Cryo Cell International Inc), Underwriting Agreement (Harrow Health, Inc.), Underwriting Agreement (B. Riley Financial, Inc.)

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SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company, Company and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties.

Appears in 17 contracts

Samples: Underwriting Agreement (Anadys Pharmaceuticals Inc), Underwriting Agreement (Cv Therapeutics Inc), Underwriting Agreement (Cybergold Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company, Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity indemnities of the several Underwriters shall be for the benefit of the Company Indemnified Parties. No purchaser of any of the Public Units from any Underwriter shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 7 contracts

Samples: Underwriting Agreement (Jackson Acquisition Co II), Underwriting Agreement (Jackson Acquisition Co II), Underwriting Agreement (Jackson Acquisition Co II)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity indemnities of the Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriter’s responsibility to the Company is solely contractual in nature and the Underwriter does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 5 contracts

Samples: Underwriting Agreement (Advanced Photonix Inc), Underwriting Agreement (Cache Inc), Underwriting Agreement (Widepoint Corp)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencesentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity indemnities of the Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriter’s responsibility to the Company is solely contractual in nature and the Underwriter does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Arotech Corp), Underwriting Agreement (Arotech Corp), Underwriting Agreement (BofI Holding, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity indemnities of the Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriters’ responsibility to the Company is solely contractual in nature and the Underwriters do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 4 contracts

Samples: Underwriting Agreement (Celator Pharmaceuticals Inc), Underwriting Agreement (Netlist Inc), Underwriting Agreement (Sysorex Global Holdings Corp.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersPlacement Agent, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Placement Agent Indemnified Parties, Parties and the indemnity indemnities of the Underwriters Placement Agent shall be for the benefit of the Company Indemnified Parties.

Appears in 3 contracts

Samples: Placement Agent Agreement (Cadiz Inc), Placement Agent Agreement (Cadiz Inc), Placement Agent Agreement (Kratos Defense & Security Solutions, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity of the Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that the several Underwriter’s responsibilities to the Company are solely contractual in nature and the several Underwriters do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 3 contracts

Samples: Underwriting Agreement (MeetMe, Inc.), Underwriting Agreement (Kratos Defense & Security Solutions, Inc.), Underwriting Agreement (Kratos Defense & Security Solutions, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwritersseveral Initial Purchasers, the Company, the Issuer and their respective successors successors, legal representatives and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and the Issuer contained in this Agreement shall also be for the benefit of the Underwriter Initial Purchaser Indemnified Parties, and the indemnity indemnities of the Underwriters several Initial Purchasers shall also be for the benefit of the Company Indemnified Parties.

Appears in 2 contracts

Samples: Purchase Agreement (Lions Gate Entertainment Corp /Cn/), Purchase Agreement (Lions Gate Entertainment Corp /Cn/)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity of the Underwriters Underwriter shall be for benefit of the Company Indemnified Parties.

Appears in 2 contracts

Samples: Underwriting Agreement (B. Riley Financial, Inc.), Underwriting Agreement (B. Riley Financial, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company, Company and the Selling Stockholders and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and the Selling Stockholders contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties and the Selling Stockholder Indemnified Parties.

Appears in 2 contracts

Samples: Underwriting Agreement (Verity Inc \De\), Underwriting Agreement (Crossroads Systems Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersCowen, the Company, Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Cowen Indemnified Parties, and the indemnity indemnities of the Underwriters Cowen shall be for the benefit of the Company Indemnified Parties. No purchaser of any of the Stock from Cowen shall be deemed to be a successor or assign by reason merely of such purchase.

Appears in 2 contracts

Samples: Underwriting Agreement (Sunesis Pharmaceuticals Inc), Underwriting Agreement (Sunesis Pharmaceuticals Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company, Company and the Selling Stockholder and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and the Selling Stockholder contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties and the Selling Stockholder Indemnified Parties.

Appears in 2 contracts

Samples: Underwriting Agreement (Triquint Semiconductor Inc), Underwriting Agreement (Lucent Technologies Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersPlacement Agents, the Purchasers, the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Placement Agent Indemnified Parties, and the indemnity indemnities of the Underwriters Placement Agents shall also be for the benefit of the Company Indemnified Parties.

Appears in 2 contracts

Samples: Placement Agent Agreement (Halozyme Therapeutics Inc), Placement Agent Agreement (Halozyme Therapeutics Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencesentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity indemnities of the Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriter's responsibility to the Company is solely contractual in nature and the Underwriter does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 2 contracts

Samples: Underwriting Agreement (Emcore Corp), Underwriting Agreement (Emcore Corp)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company, Company and the Selling Shareholders and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company and the Selling Shareholders contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties and the Selling Shareholder Indemnified Parties.

Appears in 2 contracts

Samples: Underwriting Agreement (Audiovox Corp), Underwriting Agreement (Audiovox Corp)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwritersseveral Initial Purchasers, the Company, Company and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Initial Purchaser Indemnified Parties, and the indemnity indemnities of the Underwriters several Initial Purchasers shall also be for the benefit of the Company Indemnified Parties.

Appears in 1 contract

Samples: Purchase Agreement (Amkor Technology Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the those persons mentioned in the preceding sentencesentence or otherwise explicitly mentioned in this Agreement, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that (i) the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and (ii) the indemnity indemnities of the Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that Underwriter’s responsibility to the Company is solely contractual in nature and the Underwriter does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Mindspeed Technologies, Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersPlacement Agent, the QIU, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Placement Agent Indemnified Parties, Parties and the indemnity indemnities of the Underwriters Placement Agent and the QIU shall be for the benefit of the Company Indemnified Parties.

Appears in 1 contract

Samples: Placement Agent Agreement (Cadiz Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity indemnities of the Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriters' responsibility to the Company is solely contractual in nature and the Underwriters do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Kratos Defense & Security Solutions, Inc.)

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SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersPurchaser, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Purchaser Indemnified Parties, Parties and the indemnity indemnities of the Underwriters Purchaser shall be for the benefit of the Company Indemnified Parties. It is understood that the Purchaser’s responsibility to the Company is solely contractual in nature and the Purchaser does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Purchase Agreement (Ooma Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity of the Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriter’s responsibility to the Company is solely contractual in nature and the Underwriter does not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Kratos Defense & Security Solutions, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity indemnities of the Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties.

Appears in 1 contract

Samples: Underwriting Agreement (Bed Bath & Beyond Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the those persons mentioned in the preceding sentencesentence or otherwise explicitly mentioned in this Agreement, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that (i) the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and (ii) the indemnity indemnities of the Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriters’ responsibilities to the Company are solely contractual in nature and the Underwriters do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Mindspeed Technologies, Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company, QIU and the Company and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties and the QIU Indemnified Parties, and the indemnity indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties.

Appears in 1 contract

Samples: Underwriting Agreement (Opensite Technologies Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencesentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity of the Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriter’s responsibility to the Company is solely contractual in nature and that no Underwriter owes the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Rxi Pharmaceuticals Corp)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company, Company and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity indemnities of the several Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that each Underwriter’s responsibility to the Company is solely contractual in nature and no Underwriter owes the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Ym Biosciences Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the several Underwriters, the Company, Company and the Selling Stockholders and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that (a) the representations, warranties, covenants, agreements and indemnities of the Company and the Selling Stockholders contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity TWP Indemnified Parties and (b) the indemnities of the several Underwriters shall also be for the benefit of the Company Indemnified Parties and the Selling Stockholder Indemnified Parties.

Appears in 1 contract

Samples: Underwriting Agreement (Centene Corp)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersInitial Purchaser, the Company, Company and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Initial Purchaser Indemnified Parties, and the indemnity indemnities of the Underwriters Initial Purchaser shall also be for the benefit of the Company Indemnified Parties.

Appears in 1 contract

Samples: Purchase Agreement (Lecroy Corp)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentencesentences, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity indemnities of the Underwriters shall be for the benefit of the Company Indemnified Parties. It is understood that Underwriters’ responsibility to the Company is solely contractual in nature and the Underwriters do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Pacific Ethanol, Inc.)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersUnderwriter, the Company, and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, Parties and the indemnity indemnities of the Underwriters Underwriter shall be for the benefit of the Company Indemnified Parties. It is understood that the Underwriter’ responsibility to the Company is solely contractual in nature and the Underwriter do not owe the Company, or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Cadiz Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the UnderwritersPlacement Agent, the Purchasers and the Company, and their respective successors and assignssuccessors. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, person other than the persons mentioned in the preceding sentence, sentence any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Placement Agent Indemnified Parties, and the indemnity indemnities of the Underwriters Placement Agent shall also be for the benefit of the Company Indemnified Parties. It is understood that the Placement Agent’s responsibilities to the Company are solely contractual in nature and the Placement Agent does not owe the Company or any other party, any fiduciary duty as a result of this Agreement.

Appears in 1 contract

Samples: Placement Agent Agreement (Genvec Inc)

SUCCESSORS; PERSONS ENTITLED TO BENEFIT OF AGREEMENT. This Agreement shall inure to the benefit of and be binding upon the Underwriters, the Company, the Manager and their respective successors and assigns. Nothing expressed or mentioned in this Agreement is intended or shall be construed to give any person, other than the persons mentioned in the preceding sentence, any legal or equitable right, remedy or claim under or in respect of this Agreement, or any provisions herein contained, this Agreement and all conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of such persons and for the benefit of no other person; except that the representations, warranties, covenants, agreements and indemnities of the Company contained in this Agreement shall also be for the benefit of the Underwriter Indemnified Parties, and the indemnity of the Underwriters shall be for benefit of the Company Indemnified Parties.

Appears in 1 contract

Samples: Underwriting Agreement (Armour Residential REIT, Inc.)

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