Common use of Indemnification for Directed Share Program Clause in Contracts

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bear ▇▇▇▇▇▇▇ and their respective affiliates and each person, if any, who controls ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bear ▇▇▇▇▇▇▇ or their respective affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Indemnified Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Indemnified Entities.

Appears in 1 contract

Sources: Underwriting Agreement (Opus360 Corp)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇Robe▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bear ▇▇▇p▇▇▇▇ and their respective ▇▇▇ its affiliates and each person, if any, who controls ▇▇▇▇Robe▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bear ▇▇▇p▇▇▇▇ or their respective ▇▇ its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Indemnified EntitiesRobe▇▇▇▇▇ ▇▇▇p▇▇▇▇ ▇▇▇ities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Indemnified Entities.

Appears in 1 contract

Sources: Underwriting Agreement (Youcentric Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇Robe▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bear ▇▇▇p▇▇▇▇ and their respective ▇▇▇ its affiliates and each person, if any, who controls ▇▇▇▇Robe▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bear ▇▇▇p▇▇▇▇ or their respective ▇▇ its affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Indemnified EntitiesRobe▇▇▇▇▇ ▇▇▇p▇▇▇▇ ▇▇▇ities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants Participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant Participant to pay for and accept delivery of Directed Shares that the participant Participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Indemnified Entities.bad

Appears in 1 contract

Sources: Underwriting Agreement (Integrated Information Systems Inc)

Indemnification for Directed Share Program. The Company agrees to indemnify and hold harmless ▇▇▇▇Robe▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bear ▇▇▇p▇▇▇▇ ▇▇▇ Wit Capital and their respective affiliates and each person, if any, who controls ▇▇▇▇Robe▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Bear ▇▇▇p▇▇▇▇ ▇▇ Wit Capital or their respective affiliates within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act ("Indemnified Underwriter Entities"), from and against any and all losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (i) caused by any untrue statement or alleged untrue statement of a material fact contained in any material prepared by or with the consent of the Company for distribution to participants in connection with the Directed Share Program, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the failure of any participant to pay for and accept delivery of Directed Shares that the participant has agreed to purchase; or (iii) related to, arising out of, or in connection with the Directed Share Program other than losses, claims, damages or liabilities (or expenses relating thereto) that are finally judicially determined to have resulted from the bad faith or gross negligence of Indemnified Underwriter Entities.

Appears in 1 contract

Sources: Underwriting Agreement (Caldera Systems Inc)