Examples of TCP Parties in a sentence
Nothing contained in this Agreement shall relieve any defaulting Underwriter of its liability, if any, to the TCP Parties and any nondefaulting Underwriter for damages occasioned by its default hereunder.
Relative fault shall be determined by reference to, among other things, whether any untrue or any alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information provided by the TCP Parties on the one hand or the Underwriters on the other, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such untrue statement or omission.
Benefits received by the TCP Parties shall be deemed to be equal to the total net proceeds from the offering (before deducting expenses) received by the Partnership, and benefits received by the Underwriters shall be deemed to be equal to the total underwriting discounts and commissions, in each case as set forth on the cover page of the Final Prospectus.
This indemnity agreement will be in addition to any liability which the TCP Parties may otherwise have.
This Agreement has been duly authorized, validly executed and delivered by each of the TCP Parties.
The TCP Parties have not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Partnership to facilitate the sale or resale of the Units.
The TCP Parties and the Underwriters agree that it would not be just and equitable if contribution were determined by pro rata allocation or any other method of allocation which does not take account of the equitable considerations referred to above.
If the allocation provided by the immediately preceding sentence is unavailable for any reason, the TCP Parties, jointly and severally, and the Underwriters severally shall contribute in such proportion as is appropriate to reflect not only such relative benefits but also the relative fault of the TCP Parties on the one hand and of the Underwriters on the other in connection with the statements or omissions which resulted in such Losses as well as any other relevant equitable considerations.
No relationship, direct or indirect, exists between or among the TCP Parties on the one hand, and the directors, officers, partners, customers or suppliers of the General Partner and its respective affiliates (other than the TCP Parties) on the other hand, which is required to be described in the Pricing Disclosure Package and the Final Prospectus which is not so described.
Each of the TCP Parties, jointly and severally, represents and warrants to, and agrees with, each Underwriter as set forth below in this Section 1.