Common use of Indemnification of the Company and the Guarantors Clause in Contracts

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the statements in set forth in the ninth and tenth paragraphs under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum.

Appears in 1 contract

Sources: Purchase Agreement (Hanesbrands Inc.)

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors, their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, any of the Pricing Supplement, any Company Additional Written Communication other Time of Sale Information or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: sixth, eighth and eleventh paragraphs relating to the statements in set forth in the ninth and tenth paragraphs Initial Purchasers under the caption heading “Plan of Distribution” in each of the Preliminary Offering Memorandum and the Final Offering Memorandum.

Appears in 1 contract

Sources: Purchase Agreement (Central European Media Enterprises LTD)

Indemnification of the Company and the Guarantors. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors, each of their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representatives Representative expressly for use in the Registration Statement, Preliminary Offering Memorandum, the Pricing SupplementProspectus, any Company Additional Written Communication of the other Time of Sale Information, any Issuer Free Writing Prospectus or the Final Offering Memorandum Prospectus (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the statements in set forth in the ninth and tenth paragraphs under the caption “Plan of Distribution” following in the Preliminary Offering Memorandum Prospectus and the Final Offering MemorandumProspectus: the third sentence of the fifth paragraph and the tenth paragraph under the heading “Underwriting; Conflicts of interest.

Appears in 1 contract

Sources: Underwriting Agreement (Approach Resources Inc)

Indemnification of the Company and the Guarantors. Each The Initial Purchaser agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors, their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such the Initial Purchaser furnished to the Company in writing by such the Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information furnished by the Initial Purchaser consists of the following: the statements information contained in set forth (i) the first sentence in the ninth second paragraph, (ii) the second and tenth paragraphs third sentences under the caption sixth paragraph, (iii) the third and fourth sentences under the seventh paragraph, (iv) the ninth paragraph and (v) the twentieth paragraph under the heading “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum.

Appears in 1 contract

Sources: Purchase Agreement (Avis Budget Group, Inc.)

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, agrees to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors, their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities 1933 Act or Section 20 of the Exchange 1934 Act to the same extent as against any and all loss, liability, claim, damage and expense described in the indemnity set forth contained in paragraph Subsection (aa)(i) aboveof this Section 6, as incurred, but only with respect to any and all lossesuntrue statements or omissions, claims, damages or liabilities (or actions and proceedings in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement statements or omission omissions, made in the Preliminary Offering Memorandum, the General Disclosure Package, any Issuer Written Communication or the Offering Memorandum (or any amendment or supplement thereto) in reliance upon and in conformity with any written information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, the Pricing SupplementGeneral Disclosure Package, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed upon that the only such information furnished by any Initial Purchaser consists of the following: the statements in set forth in the ninth and tenth paragraphs under the caption “Plan of Distribution” following information in the Preliminary Offering Memorandum and the Final Offering MemorandumMemorandum furnished on behalf of each Initial Purchaser: under the caption “Plan of distribution,” the third paragraph, the fourth and fifth sentences of the seventh paragraph, and the ninth paragraph.

Appears in 1 contract

Sources: Purchase Agreement (Whiting Petroleum Corp)

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors, their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, any of the Pricing Supplement, any Company Additional Written Communication other Time of Sale Information or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: sixth, eighth and eleventh paragraphs relating to the statements in set forth in the ninth and tenth paragraphs Initial Purchasers under the caption heading “Plan of Distribution” in each of the Preliminary Offering Memorandum and the Final Offering Memorandum.

Appears in 1 contract

Sources: Purchase Agreement (Central European Media Enterprises LTD)

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors, their respective officers who signed the Registration Statement and employees and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives Representative expressly for use in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: information appearing in (i) the statements in set forth in fourth and fifth sentences of the ninth and tenth paragraphs paragraph concerning market making activities of the Initial Purchasers under the caption “Plan of Distributiondistribution” in the Preliminary Offering Memorandum and (ii) the Final twelfth paragraph concerning overallotment, stabilizing transactions and syndicate covering transactions under the caption “Plan of distribution” in the Offering Memorandum.

Appears in 1 contract

Sources: Purchase Agreement (Deluxe Corp)

Indemnification of the Company and the Guarantors. Each Initial Purchaser agrees, severally and not jointly, to indemnify and hold harmless harmless, as of the Companydate hereof, each of the Guarantors, Company and the Guarantors and each of their respective directors, their respective directors and officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) aboveof this Section 7, but only with respect to any and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser furnished to the Company in writing by such Initial Purchaser through the Representatives expressly for use in the Preliminary Offering Memorandum, any of the Pricing Supplementother Time of Sale Information, any Company Additional Issuer Written Communication or the Final Offering Memorandum (or any amendment or supplement thereto), it being understood and agreed that the only such information consists of the following: the statements in set forth in the ninth and tenth following paragraphs under the caption “Plan of Distribution” in the Preliminary Offering Memorandum and the Final Offering Memorandum: the ninth paragraph under the heading “Plan of Distribution” (which, for avoidance of doubt, begins with “In connection with the offering of the notes, the Initial Purchasers may engage in overallotment, stabilizing transactions and syndicate covering transactions”).

Appears in 1 contract

Sources: Purchase Agreement (Gartner Inc)

Indemnification of the Company and the Guarantors. Each Initial Purchaser Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, each of the Guarantors, each of their respective directors, their respective officers who signed the Registration Statement and each person, if any, who controls the Company or any of the Guarantors within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act to the same extent as the indemnity set forth in paragraph (a) above, but only with respect to any and all losses, claims, damages or liabilities (or actions and proceedings in respect thereof) that arise out of, or are based upon, any untrue statement or omission or alleged untrue statement or omission made in reliance upon and in conformity with any information relating to such Initial Purchaser Underwriter furnished to the Company in writing by such Initial Purchaser Underwriter through the Representatives Representative expressly for use in the Preliminary Offering MemorandumRegistration Statement, the Pricing Supplement, any Company Additional Written Communication or the Final Offering Memorandum Prospectus (or any amendment or supplement thereto), any Issuer Free Writing Prospectus or any Time of Sale Information, it being understood and agreed that the only such information consists of the following: the statements in set forth concession and reallowance figures appearing in the ninth and tenth paragraphs third paragraph under the caption “Plan of Distribution” Underwriting”, the information contained in the Preliminary Offering Memorandum third and fourth sentences of the fifth paragraph under the caption “Underwriting” and the Final Offering Memoranduminformation contained in the ninth paragraph under the caption “Underwriting.

Appears in 1 contract

Sources: Underwriting Agreement (Hanesbrands Inc.)