Underwriter Party definition

Underwriter Party means any of the Underwriter, its parent, subsidiaries and affiliates and any shareholder, director, officer, employee, agent or "controlling person" (as such term is used in the Securities Act) of any of the foregoing.
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Examples of Underwriter Party in a sentence

  • Except as provided in Section 9, the indemnification provided herein by the Insurer shall be the exclusive remedy of any Underwriter Party or Seller Party for the Insurer's breach of a representation or warranty hereunder; provided, however, that any Underwriter Party or Seller Party shall be entitled to pursue any other remedy at law or in equity for any such breach so long as the damages sought to be recovered shall not exceed the Losses incurred thereby resulting from such breach.

  • In the event that any action or regulatory proceeding shall be commenced or claim asserted that may entitle an Underwriter Party or Seller Party to be indemnified under this Agreement, such party shall give the Insurer written or telegraphic notice of such action or claim reasonably promptly after receipt of written notice thereof.

  • The Insurer shall be entitled to participate in the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Seller Party or Underwriter Party, as the case may be.

  • No settlement of any such claim or action shall be entered into without the consent of the Insurer and each Underwriter Party.

  • The indemnity and contribution agreements contained in this Agreement shall remain operative and in full force and effect, regardless of (a) any investigation made by or on behalf of any Underwriter Party or any Insurer Party (b) the issuance of the Certificates, the Notes or the Policies or (c) any termination of this Agreement.

  • Any failure by a Seller Party or Underwriter Party, as the case may be, to comply with the provisions of this Section shall relieve the Insurer of liability only if such failure is substantially prejudicial to the Insurer's position and then only to the extent of such prejudice.

  • No settlement of any such claim or action shall be entered into without the consent of the Seller Party or Underwriter Party, as the case may be, on the one hand and each Insurer Party who is subject to such claim or action on the other hand.

  • The terms of the contribution between any Seller Party and any Underwriter Party contained in the Underwriting Agreement shall control to the extent they are inconsistent with or in addition to the terms of this Section 9.

  • Any failure by a Bank Party or Underwriter Party, as the case may be, to comply with the provisions of this Section shall relieve the Certificate Insurer of liability only if such failure is materially prejudicial to any legal pleadings, grounds, defenses or remedies in respect thereof or the Certificate Insurer's liability hereunder and then only to the extent of such prejudice.

  • The Certificate Insurer shall be entitled to participate in the defense of any such action or claim in reasonable cooperation with, and with the reasonable cooperation of, the Underwriter Party or the Bank Party, as the case may be.

Related to Underwriter Party

  • Underwriter means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

  • Underwriter Group shall have the meaning set forth in Section 9.2(b) hereof.

  • Underwriters means the underwriters named in Schedule A to the Underwriting Agreement.

  • IPO Underwriter means each Person named as an underwriter in Schedule I to the IPO Underwriting Agreement who purchases Common Units pursuant thereto.

  • Company Underwriter has the meaning set forth in Section 4(a).

  • Underwriters’ Representative means the managing underwriter, or, in the case of a co-managed underwriting, the managing underwriter designated as the Underwriters' Representative by the co-managers.

  • Selling Holder means a Holder who is selling Registrable Securities pursuant to a registration statement.

  • Approved Underwriter has the meaning set forth in Section 3(f) of this Agreement.

  • Underwritten Takedown means an underwritten public offering of Registrable Securities pursuant to the Resale Shelf Registration Statement, as amended or supplemented.

  • Initial Purchaser As defined in the preamble hereto.

  • Participating Underwriter means any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds.

  • Initiating Holder has the meaning set forth in Section 2.01(a).

  • Underwriters' Securities means the Offered Securities other than Contract Securities.

  • Selling Holders means, with respect to a specified registration pursuant to this Agreement, Holders whose Registrable Securities are included in such registration.

  • Underwritten Shelf Takedown shall have the meaning given in subsection 2.3.3.

  • Underwrite means the authority to accept or reject risk on behalf of the insurer.

  • Managing Underwriter means, with respect to any Underwritten Offering, the book-running lead manager of such Underwritten Offering.

  • Managing Underwriters means the investment banker or investment bankers and manager or managers that shall administer an underwritten offering.

  • Underwritten Shelf Take-Down has the meaning set forth in Section 2.4(b).

  • Selling Stockholder means any Stockholder owning Registrable Shares included in a Registration Statement.

  • Participating Holder means any Holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 2(b) hereof.

  • Electing Holder means any holder of Registrable Securities that has returned a completed and signed Notice and Questionnaire to the Company in accordance with Section 3(d)(ii) or 3(d)(iii) hereof.

  • Underwriter Information means, with respect to any document, statements in or omissions from such document based upon information furnished to the Company in writing by or on behalf of any Underwriter through the Representatives specifically for use in such document. The Company acknowledges that the statements identified in the Pricing Agreement as “Underwriter Information” constitute the only information furnished in writing by or on behalf of the Underwriters for inclusion in any Preliminary Prospectus or the Prospectus.

  • Selling Holder Indemnified Persons has the meaning specified in Section 2.08(a).

  • Qualified Independent Underwriter means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

  • Underwriter Free Writing Prospectus means a Free Writing Prospectus prepared by or on behalf of an Underwriter.