Common use of fraudulent misrepresentation Clause in Contracts

fraudulent misrepresentation. For purposes of this Section 7(F), any person controlling, controlled by or under common control with the Placement Agent, or any partner, director, officer, employee, representative or any agent of any thereof, shall have the same rights to contribution as the Placement Agent and each person controlling, controlled by or under common control with the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each officer of the Company and each director of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against the other party under this Section 7(D), notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation they may have hereunder or otherwise if the party from whom contribution may be sought is not materially prejudiced thereby. The indemnity and contribution agreements contained in this Section 7 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any indemnified person or any termination of this Agreement.

fraudulent misrepresentation. For purposes of this Section 7(F), any person controlling, controlled by or under common control with the Placement Agent, or any partner, director, officer, employee, representative or any agent of any thereof, shall have the same rights to contribution as the Placement Agent and each person controlling, controlled by or under common control with the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each officer of the Company and each director of the Company shall have the same rights to contribution as the Company. Any party entitled to contribution will, promptly after receipt of notice of commencement of any action, suit or proceeding against such party in respect of which a claim for contribution may be made against the other party under this Section 7(D), notify such party from whom contribution may be sought, but the omission to so notify such party shall not relieve the party from whom contribution may be sought from any obligation they may have hereunder or otherwise if the party from whom contribution may be sought is not materially prejudiced thereby. The indemnity and contribution agreements contained in this Section 7 6 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any indemnified person or any termination of this Agreement.

fraudulent misrepresentation. For purposes of this Section 7(F11(d), any person controllingwho controls a party to this Agreement within the meaning of the Securities Act or the Exchange Act, controlled by and any officers, directors, partners, employees or under common control with agents of the Placement Agent, or any partner, director, officer, employee, representative or any agent of any thereof, shall will have the same rights to contribution as the Placement Agent and each person controllingthat party, controlled by or under common control with the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and each officer of the Company and each director of the Company shall who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution willcontribution, promptly after receipt of notice of commencement of any action, suit or proceeding action against such party in respect of which a claim for contribution may be made against the other party under this Section 7(D11(d), will notify any such party or parties from whom contribution may be sought, but the omission to so notify such party shall will not relieve the that party or parties from whom contribution may be sought from any other obligation it or they may have hereunder under this Section 11(d) except to the extent that the failure to so notify such other party materially prejudiced the rights or otherwise if defenses of the party from whom contribution may is sought. Except for a settlement entered into pursuant to the last sentence of Section 11(c) hereof, no party will be sought liable for contribution with respect to any action or claim settled without its written consent if such consent is not materially prejudiced thereby. The indemnity and contribution agreements contained in this required pursuant to Section 7 shall remain operative and in full force and effect regardless of any investigation made by or on behalf of any indemnified person or any termination of this Agreement11(c) hereof.